Exhibit 2.1

January 15, 2003

Venus Exploration, Inc.
1250 N.E. Loop 410
San Antonio, Texas 78209

Attention: John Ames

RE: Purchase and Sale Agreement

Constitution Field
Jefferson County, Texas

Gentlemen:

Venus Exploration, Inc. ("Venus") agrees to sell, and Samson Lone Star
Limited Partnership ("Samson") agrees to buy all of Venus's right, title and
interest in and to the leases, lands and wells described on Exhibit "A" and
Exhibit "B," attached hereto and made a part hereof, together with all rights
incident thereto and all personal property thereon, appurtenant to, or used or
obtained in connection therewith ("Venus Assets"), upon the following terms and
conditions:

1. Insomuch as Venus is subject to that certain bankruptcy proceeding
styled In Re: Venus Exploration, Inc., Debtor, Case No. 02-13109-BP-11
in the United States Bankruptcy Court for the Eastern District of
Texas, Beaumont Division (the "Bankruptcy"), the purchase and sale of
the Venus Assets shall be approved by the referenced "Bankruptcy
Court."

2. The purchase price for the Venus Assets shall be Two Million One
Hundred Fifteen Thousand Dollars ($2,115,000) ("Purchase Price").

3. Effective date of purchase shall be 7:00 a.m. Central Time September 1,
2002 ("Effective Date").

4. The Net Revenue Interest in the Venus Assets to be conveyed to Samson
shall not be less than, nor shall the Working Interest in the Venus
Assets be greater than, those interests set forth in the attached
Exhibit "A".

5. Venus shall be liable for all costs (including but not limited to ad
valorem, production, severance, or excise taxes and royalties) and
entitled to all revenues attributable to the Venus Assets prior to the
Effective Date. Samson shall be responsible for and entitled to same
after the Effective Date. Any adjustments pursuant to this section will
be made at Closing (as hereinafter defined), if possible. If adjustment
amounts are indeterminable as of Closing, an adjustment will be made
within ninety (90) days of Closing.

6. Venus represents and warrants to Samson that:

(i) It has full power and authority, individually and with the
approval of the Bankruptcy Court, and has taken all
requisite action, corporate or otherwise, to authorize it
to carry on its business as currently conducted, to enter
into this Agreement and to perform its obligations under
this Agreement.
(ii) There is no action, suit, proceeding, demand or written
claim pending or threatened by any person, entity,
administrative agency or governmental body that could now
or hereafter materially and adversely affect Samson's
ownership, operation or value of any of the Venus Assets.
(iii) Venus has paid all royalties which are currently due and
payable pursuant to the terms and provisions of the Venus
Assets except those royalties that are in legal suspense.
(iv) Venus has paid all ad valorem, property, production,
severance, excise and similar taxes on or relating to the
Venus Assets, or any production or revenues attributable
thereto, which are currently due and payable as required
by law prior to delinquency.
(v) Venus's interest in the Venus Assets are in balance as of
the Effective Date.
(vi) A list of all contracts or agreements affecting the Venus
Assets is attached hereto as Exhibit "C", and there are no
other contracts or agreements affecting the Venus Assets
except as set forth on the attached Exhibit "C".
(vii) There exist no contracts or agreements which provide for
calls on production or other rights to purchase
production. (viii) All preferential rights to purchase
that are contained in Joint Operating Agreements or other
contracts to which Venus is a party that affect the Venus
Assets are also set out in Exhibit "C".
(ix) All requirements, encumbrances and payments of any kind
due from Venus as a result of the terms and conditions of
that certain Letter Agreement dated September 29, 1999 by
and between Venus and Integrated Petroleum Technologies,
Inc. with regards to the Westbury Farm 1-V well have been
met, paid or otherwise satisfied.

7. Samson represents and warrants to Venus that:

(i) Samson is a duly organized corporation validly existing
and in good standing under the laws of the State of Texas,
is duly qualified to carry on its business in the state in
which the Venus Assets are located, and has full power and
authority to enter into and perform pursuant to this
Agreement according to its terms.

8. VENUS RETAINS ALL RESPONSIBILITY AND LIABILITY FOR, AND AGREES TO
INDEMNIFY, DEFEND AND HOLD SAMSON, ITS PARENT, SUBSIDIARY AND
AFFILIATE COMPANIES, PARTNERSHIPS, SUCCESSORS AND ASSIGNS, AND
ALL RESPECTIVE CURRENT, FORMER AND FUTURE OFFICERS, DIRECTORS,
EMPLOYEES AND AGENTS THEREOF, AND ANY PERSON CLAIMING BY, THROUGH
OR UNDER SAID ENTITIES, HARMLESS FROM AND AGAINST, ANY AND ALL
LOSSES ATTRIBUTABLE TO THE VENUS ASSETS ON OR BEFORE THE
EFFECTIVE DATE, SPECIFICALLY INCLUDING, WITHOUT LIMITATION,
LOSSES RELATING TO ROYALTIES AND/OR REVENUES ATTRIBUTABLE TO THE
VENUS ASSETS FOR ALL PERIODS OF TIME PRIOR TO THE EFFECTIVE DATE,
INCLUDING ROYALTIES AND REVENUES HELD IN SUSPENSE BY VENUS ON,
BEFORE OR AFTER CLOSING. SAMSON ASSUMES ALL RESPONSIBILITY AND
LIABILITY FOR, AND AGREES TO INDEMNIFY, DEFEND AND HOLD VENUS,
ITS PARENT, SUBSIDIARY AND AFFILIATE COMPANIES, PARTNERSHIPS,
SUCCESSORS AND ASSIGNS, AND ALL RESPECTIVE CURRENT, FORMER AND
FUTURE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS THEREOF, AND ANY
PERSON CLAIMING BY, THROUGH OR UNDER SAID ENTITIES, HARMLESS FROM
AND AGAINST, ANY AND ALL LOSSES ATTRIBUTABLE TO THE VENUS ASSETS
FROM AND AFTER THE EFFECTIVE DATE. The term "Losses" as used in
this Section 8 means all damages (including, without limitation,
actual, punitive, exemplary and consequential damages), payments,
penalties, fines, assessments, costs, amounts paid in respect of
judgments or settlements, obligations, taxes, reductions in the
value or purchase price of the Venus Assets, liabilities,
expenses and fees incurred, including court costs and attorneys'
fees and expenses and costs of investigating, preparing or
defending any claim, action or proceeding.

9. Closing will be held in Venus's offices located in San Antonio,
Texas on or before January 31st, 2003, or at such other place and
time to which the parties may mutually agree in writing (herein
the "Closing"). At Closing, the following shall occur:

(i) Venus shall deliver to Samson a certified copy of an Order
granted by the Bankruptcy Court authorizing and approving
of the sale of the Venus Assets under the terms of this
Agreement and free and clear of any and all liens,
mortgages, interests and/or other encumbrances of any
nature pursuant to Section 363(f) of the Bankruptcy Code
(11 U.S.C. ss.363(f)), including, but not limited to,
those liens, mortgages, interests and/or other
encumbrances identified on Exhibit "D" hereto.
(ii) Samson shall deliver to Venus the Purchase Price by
cashier's check or bank wire transfer.
(iii) Venus shall execute, acknowledge and deliver to Samson an
Assignment and Bill of Sale in the form attached hereto as
Exhibit "E" assigning and transferring the Venus Assets to
Samson. All terms and conditions of the Assignment and
Bill of Sale are incorporated in this Agreement by
reference.
(iv) Venus shall deliver to Samson all necessary approvals and
consents for the sale of the Venus Assets, whether
corporate, shareholder, third party or otherwise, that may
be required under any agreement or governmental law or
regulation.
(v) Samson shall be designated successor operator of the Venus
Assets.
(vi) Venus shall deliver to Samson any required waivers of the
preferential right provisions in those contracts or
agreements listed on Exhibit "C".

10. Notwithstanding anything herein to the contrary, and in addition
to those matters discussed in Paragraph 9 above, Closing shall be
conditioned upon the following:

(i) Confirmation and verification, to Samson's sole
satisfaction, of Venus's Working Interest and Net Revenue
Interest in the Venus Assets as represented on Exhibit
"A".
(ii) The ability of Venus to convey its represented interest in
all of the Venus Assets, without the existence of any
mortgages, liens or other encumbrances.

(iii) Confirmation and verification, to Samson's sole
satisfaction, that the Venus Assets are not depth limited
or severed in any manner.
(iv) The representations and warranties given by Venus in
Section 6 of this Agreement being true and correct as of
Closing.

Upon the failure of any one or more of the aforementioned
conditions, Samson, in its sole discretion, and without any
further liability or obligation, may: (i) elect not to close under
the terms of this Agreement without any recourse by, or liability
to, Venus or any third party, including the parties involved in or
subject to the Bankruptcy; or (ii) elect to waive any such failure
of condition and close as provided for herein.

11. Venus agrees to deliver to Samson all lease files, agreement files
and well files pertaining to the Venus Assets within five (5) days
of Closing, excluding, however, any interpretive data, proprietary
or confidential records.

12. This Agreement shall be subject to all applicable federal, state
and local laws, as well as all applicable rules, orders and
regulations of any authorized and duly constituted federal, state
and local regulatory body or authority having jurisdiction
thereof.

13. This Agreement and the documents referred and attached hereto as
Exhibits constitute the entire contract between Venus and Samson
and shall supercede the previous Confidentiality Agreement dated
January 8, 2002 and the Offer to Purchase dated September 6, 2002.

14. This Agreement may not be modified or amended except by mutual
written agreement of Venus and Samson, and no action or failure to
act on the part of any party hereto shall be construed as a
modification or amendment to, or waiver of, any provisions of this
Agreement.

15. This Agreement shall be binding on and inure to the benefit of the
successors and assigns of the parties hereto.

Please so indicate your execution of this Agreement by signing the
appropriate space below and returning one (1) copy to the attention of the
undersigned.

Should you have any questions regarding this offer, please do not
hesitate to contact the undersigned at (918) 591-1221.

Very truly yours,

SAMSON LONE STAR LIMITED PARTNERSHIP

Scott Rowland
Attorney-in-Fact
SR:lkp
Enclosures

AGREED TO AND ACCEPTED THIS
______ day of __________________, 2003

VENUS EXPLORATION, INC.

____________________________________________________

By: ___________________________________________

Title: ___________________________________________

EXHIBIT "A"

ATTACHED HERETO AND MADE A PART OF THAT CERTAIN
PURCHASE AND SALE AGREEMENT DATED THE 15TH DAY OF JANUARY, 2003
BY AND BETWEEN
SAMSON LONE STAR LIMITED PARTNERSHIP, AS PURCHASER, AND
VENUS EXPLORATION, INC., AS SELLER

====================================================================================================================

WORKING REVENUE
INTEREST INTEREST
LEASE NAME DESCRIPTION DECIMAL DECIMAL

KOLANDER 1-V Constitution Field .1500000 .1100800
Jefferson County, Texas

PAGGI 1-V Constitution Field .1500000 .1156300
Jefferson County, Texas

WESTBURY FARM 1-V Constitution Field .1125000 .0859300
Jefferson County, Texas

APACHE GAS UNIT 1-W Constitution Field .1500000 .1100870
Jefferson County, Texas

EXHIBIT "B"

================================================================================

LEASES

1. Oil, Gas and Liquid Hydrocarbon Lease dated July 14, 1997, from Louis M.
Broussard et al., as Lessor, to Venus Exploration, Inc., as Lessee, recorded by
Oil, Gas and Liquid Hydrocarbons Lease Memorandum as Document No. 97-9728689,
Official Records, Jefferson County, Texas, covering 478.694 acres of land, more
or less, in the David Choate League, A-11, Jefferson County, Texas;

2. Oil, Gas and Liquid Hydrocarbon Lease dated May 1, 2000, from Louis M
Broussard et al., as Lessor, to Venus Exploration, Inc., as Lessee, recorded by
Oil, Gas and Liquid Hydrocarbon Lease Memorandum as Document No. 2000020194,
Official Records, Jefferson County, Texas, covering 15.98 acres of land, more or
less, in the David Choate League, A-11, Jefferson County, Texas;

3. Oil and Gas Lease dated May 12, 1997, from Westbury Farms, Inc., as Lessor,
to King Ranch Oil and Gas, Inc., as Lessee, recorded by Memorandum of Oil and
Gas Lease as Document No. 97-9717379, Official Records, Jefferson County, Texas,
covering 191.86 acres of land, more or less, in the David Choate League, A-11,
Jefferson County, Texas;

4. Oil, Gas and Mineral Lease dated June 17, 1997, from Patricia Horkan Walker,
as Lessor, to King Ranch Oil and Gas, Inc., as Lessee, recorded as Document No.
97-9720775, Official Records, Jefferson County, Texas, covering 5 acres of land,
more or less, in the David Choate League, A-11, Jefferson County, Texas;

5. Oil, Gas and Mineral Lease dated, June 18, 1997, from Sammie H. Bordages, as
Lessor, to King Ranch Oil and Gas, Inc., as Lessee, recorded as Document No.
97-9724665, Official Records, Jefferson County, Texas, covering 5 acres of land,
more or less, in the David Choate League, A-11, Jefferson County, Texas;

6. Oil, Gas and Mineral Lease dated June 30, 1997, from Amy Jackson, as Lessor,
to King Ranch Oil and Gas, Inc., as Lessee, recorded as Document No. 97-9723343,
Official Records, Jefferson County, Texas, covering 5 acres of land, more or
less, in the David Choate League, A-11, Jefferson County, Texas;

7. Oil, Gas and Mineral Lease dated January 21, 1998, from Bruce Maxwell
Jackson, II, as Lessor, to King Ranch Energy, Inc., as Lessee, recorded as
Document No. 98-9804241, Official Records, Jefferson County, Texas, covering 5
acres of land, more or less, in the David Choate League, A-11, Jefferson County,
Texas;

8. Oil, Gas and Mineral Lease dated March 25, 1998, from Judene Jannise,
Trustee, as Lessor, to King Ranch Energy, Inc. as Lessee, recorded as Document
No. 98-9809821, Official Records, Jefferson County, Texas, covering 21.24 acres
of land, more or less, in the David Choate League, A-11, Jefferson County,
Texas;

9. Oil, Gas and Mineral Lease dated January 13, 2000, from Apache Corporation,
as Lessor, to Venus Exploration, Inc., as Lessee, recorded as Document No.
2000004890, Official Records, Jefferson County, Texas, covering 7.3496 acres of
land, more or less, in the David Choate League, A-11, Jefferson County, Texas;

10. Oil, Gas and Mineral Lease dated October 3, 1997, from Donald Woodrow
Robinson, as Lessor, to King Ranch Oil and Gas, Inc., as Lessee, recorded as
Document No. 97-9734333, Official Records, Jefferson County, Texas, covering
7.13 acres of land, more or less, in the David Choate League, A-11, Jefferson
County, Texas;

11. Oil, Gas and Mineral Lease dated October 3, 1997, from Connie Ruth McCray,
as Lessor, to King Ranch Oil and Gas, Inc., as Lessee, recorded as Document No
97-9735950, Official Records, Jefferson County, Texas, covering 3.56 acres of
land, more or less, in the David Choate League, A-11, Jefferson County, Texas;

12. Oil, Gas and Mineral Lease dated August 21, 1997, from Molly Sue Ridley, as
Guardian of the Estate of Elizabeth K. Sherman, as Lessor, to King Ranch Oil and
Gas, Inc., as Lessee, recorded as Document No. 97-9731692, Official Records,
Jefferson County, Texas, covering 20.50 acres of land, more or less, in the
David Choate League, A-11, Jefferson County, Texas;

13. Oil, Gas and Mineral Lease dated January 11, 2000, from Joyce A. Johnson and
husband, Pete D. Johnson, as Lessor, to Venus Exploration, Inc., as Lessee,
recorded as Document No. 2000002432, Official Records, Jefferson County, Texas,
covering 5.1342 acres of land, more or less, in the David Choate League, A-11,
Jefferson County, Texas;

14. Oil, Gas and Mineral Lease dated October 27, 1997, from Paul Jesse Leger, as
Lessor, to King Ranch Oil and Gas, Inc., as Lessee, recorded as Document No.
98-9800512, Official Records, Jefferson County, Texas, covering 4 acres of land,
more or less, in the David Choate League, A-11, Jefferson County, Texas;

15. Oil, Gas and Mineral Lease dated October 27, 1997, from Jackie L. Gray and
wife, Anita V. Gray, as Lessor, to King Ranch Oil and Gas, Inc., as Lessee,
recorded as Document No. 98-9800514, Official Records, Jefferson County, Texas,
covering 4 acres of land, more or less, in the David Choate League, A-11,
Jefferson County, Texas;

16. Oil, Gas and Mineral Lease dated November 4, 1997, from Norman W. Evans and
wife, Ila W. Evans, as Lessor, to King Ranch Oil and Gas, Inc., as Lessee,
recorded as Document No. 98-9800515, Official Records, Jefferson County, Texas,
covering 2 acres of land, more or less, in the David Choate League, A-11,
Jefferson County, Texas;

17. Oil, Gas and Mineral Lease dated November 4, 1997, from Donald L. Gallier,
as Lessor, to King Ranch Oil and Gas, Inc. as Lessee, recorded as Document No.
98-9800518, Official Records, Jefferson County, Texas, covering 2.12 acres of
land, more or less, in the David Choate League, A-11, Jefferson County, Texas;

18. Oil, Gas and Mineral Lease dated March 22, 2000, from Laurie Ann Reynolds,
as Lessor, to Venus Exploration, Inc., as Lessee, recorded as Document No.
2000011182, Official Records, Jefferson County, Texas, covering 1 acre of land,
more or less, in the David Choate League, A-11, Jefferson County, Texas;

19. Oil, Gas and Mineral Lease dated February 11, 2000, from Hugh Charles
Sanders, Sr., as Lessor, to Venus Exploration, Inc., as Lessee, recorded as
Document No. 2000008622, Official Records, Jefferson County, Texas, covering 1
acre of land, more or less, in the David Choate League, A-11, Jefferson County,
Texas;

20. Oil, Gas and Mineral Lease dated February 11, 2000, from Lawrence Melton
Sanders, as Lessor, to Venus Exploration, Inc., as Lessee, recorded as Document
No 2000008623, Official Records, Jefferson County, Texas, covering 1 acre of
land, more or less, in the David Choate League, A-11, Jefferson County, Texas;

21. Oil, Gas and Mineral Lease dated February 8, 2000, from Molly Sue Ridley, as
Lessor, to Venus Exploration, Inc., as Lessee, recorded as Document No.
2000008636, Official Records, Jefferson County, Texas, covering 0.90 acres of
land, more or less, in the David Choate League, A-11, Jefferson County, Texas;

22. Oil, Gas and Mineral Lease dated February 8, 2000, from John L. Kolander,
Jr., as Lessor, to Venus Exploration, Inc., as Lessee, recorded as Document No.
2000008629, Official Records, Jefferson County, Texas, covering 0.90 acres of
land, more or less, in the David Choate League, A-11, Jefferson County, Texas;

23. Oil, Gas and Mineral Lease dated February 8, 2000, from Gerald W. Kolander,
as Lessor, to Venus Exploration, Inc., as Lessee, recorded as Document No.
2000008627, Official Records, Jefferson County, Texas, covering 0.90 acres of
land, more or less, in the David Choate League, A-11, Jefferson County, Texas;

24. Oil, Gas and Mineral Lease dated February 8, 2000, from Ronald C. Kolander,
as Lessor, to Venus Exploration, Inc., as Lessee, recorded as Document No
2000008631, Official Records, Jefferson County, Texas, covering 0.90 acres of
land, more or less, in the David Choate League, A-11, Jefferson County, Texas;

25. Oil, Gas and Mineral Lease dated February 8, 2000, from Annabelle Mitchell,
as Lessor, to Venus Exploration, Inc., as Lessee, recorded as Document No.
2000008633, Official Records, Jefferson County, Texas, covering 0.90 acres of
land, more or less, in the David Choate League, A-11, Jefferson County, Texas;

26. Oil, Gas and Mineral Lease dated February 8, 2000, from Donald Woodrow
Robinson, as Lessor, to Venus Exploration, Inc., as Lessee, recorded as Document
No. 2000008637, Official Records, Jefferson County, Texas, covering 0.90 acres
of land, more or less, in the David Choate League, A-11, Jefferson County,
Texas;

27. Oil, Gas and Mineral Lease dated February 8, 2000, from Larry Lee Robinson,
as Lessor, to Venus Exploration, Inc., as Lessee, recorded as Document No.
2000008638, Official Records, Jefferson County, Texas, covering 0.90 acres of
land, more or less, in the David Choate League, A-11, Jefferson County, Texas;

28. Oil, Gas and Mineral Lease dated February 8, 2000, from Vivian Hensley, as
Lessor, to Venus Exploration, Inc., as Lessee, recorded as Document No.
2000008625, Official Records, Jefferson County, Texas, covering 0.90 acres of
land, more or less, in the David Choate League, A-11, Jefferson County, Texas;

29. Oil, Gas and Mineral Lease dated February 8, 2000, from Marguerite M.
Kolander, as Lessor, to Venus Exploration, Inc., as Lessee, recorded as Document
No. 2000008630, Official Records, Jefferson County, Texas, covering 0.90 acres
of land, more or less, in the David Choate League, A-11, Jefferson County,
Texas;

30. Oil, Gas and Mineral Lease dated February 8, 2000, from Margaret K.
Higginbotham, as Lessor, to Venus Exploration, Inc., as Lessee, recorded as
Document No 2000008626, Official Records, Jefferson County, Texas, covering 0.90
acres of land, more or less, in the David Choate League, A-11, Jefferson County,
Texas;

31. Oil, Gas and Mineral Lease dated February 8, 2000, from Mary Catherine
Thibodeaux, as Lessor, to Venus Exploration, Inc., as Lessee, recorded as
Document No. 2000008640, Official Records, Jefferson County, Texas, covering
0.90 acres of land, more or less, in the David Choate League, A-11, Jefferson
County, Texas;

32A. Oil, Gas and Mineral Lease dated February 8, 2000, from James Kolander, as
Lessor, to Venus Exploration, Inc., as Lessee, recorded as Document No.
2000008628, Official Records, Jefferson County, Texas, covering 0.90 acres of
land, more or less, in the David Choate League, A-11, Jefferson County, Texas;

32B. Oil, Gas and Mineral Lease dated February 8, 2000, from Susie B. Kolander,
Linda Hogan and Sheila F. Studdert, as Lessor, to Venus Exploration, Inc., as
Lessee, recorded as Document No. 2000008632, Official Records, Jefferson County,
Texas, covering 0.90 acres of land, more or less, in the David Choate League,
A-11, Jefferson County, Texas;

33. Oil, Gas and Mineral Lease dated February 8, 2000, from Theodora P. Stuart,
as Attorney-in-Fact for Welton C. Wright, as Lessor, to Venus Exploration, Inc.,
as Lessee, recorded as Document No. 2000008639, Official Records, Jefferson
County, Texas, covering 0.90 acres of land, more or less, in the David Choate
League, A-11, Jefferson County, Texas;

34. Oil, Gas and Mineral Lease dated February 8, 2000, from Cecile Ann Wright,
as Lessor, to Venus Exploration, Inc., as Lessee, recorded as Document No.
2000008641, Official Records, Jefferson County, Texas, covering 0.90 acres of
land, more or less, in the David Choate League, A-11, Jefferson County, Texas;

35. Oil, Gas and Mineral Lease dated February 8, 2000, from Joseph Leon
Mitchell, as Lessor, to Venus Exploration, Inc., as Lessee, recorded as Document
No. 2000008635, Official Records, Jefferson County, Texas, covering 0.90 acres
of land, more or less, in the David Choate League, A-11, Jefferson County,
Texas;

36. Oil, Gas and Mineral Lease dated February 8, 2000, from Tommie Sue West, as
Lessor, to Venus Exploration, Inc., as Lessee, recorded as Document No.
2000010928, Official Records, Jefferson County, Texas, covering 0.90 acres of
land, more or less, in the David Choate League, A-11, Jefferson County, Texas;

37. Oil, Gas and Mineral Lease dated February 8, 2000, from Brian Craig
Mitchell, as Lessor, to Venus Exploration, Inc., as Lessee, recorded as Document
No. 2000011179, Official Records, Jefferson County, Texas, covering 0.90 acres
of land, more or less, in the David Choate League, A-11, Jefferson County,
Texas;

38. Oil, Gas and Mineral Lease dated February 8, 2000, from Averill Luanne
Mitchell, as Lessor, to Venus Exploration, Inc., as Lessee, recorded as Document
No. 2000008634, Official Records, Jefferson County, Texas, covering 0.90 acres
of land, more or less, in the David Choate League, A-11, Jefferson County,
Texas;

39. Oil, Gas and Mineral Lease dated February 8, 2000, from Monte O'Fiel,
Individually and Independent Executor of the Estate of Violet G. O'Fiel,
Deceased, as Lessor, to Venus Exploration, Inc., as Lessee, recorded as Document
No. 2000008624, Official Records, Jefferson County, Texas, covering 0.90 acres
of land, more or less, in the David Choate League, A-11, Jefferson County,
Texas;

40. Oil, Gas and Mineral Lease acknowledged March 7, 2000, from Doris Fertitta,
as Lessor, to Venus Exploration, Inc, as Lessee, recorded as Document No
2000010933, Official Records, Jefferson County, Texas, covering 3 acres of land,
more or less, in the David Choate League, A-11, Jefferson County, Texas;

41. Oil Gas and Mineral Lease dated October 8, 1997, from Mary Louise Ainsworth,
as Lessor, to King Ranch Oil and Gas, Inc., as Lessee, recorded as Document No.
97-9734332, Official Records, Jefferson County, Texas, covering 16 acres of
land, more or less, in the David Choate League, A-11, Jefferson County, Texas;

42. Oil, Gas and Mineral Lease dated October 20, 1997, from Hazel Bales Cannon,
as Lessor, to King Ranch Oil and Gas, Inc., as Lessee, recorded as Document No.
98-9800510, Official Records, Jefferson County, Texas, covering 16 acres of
land, more or less, in the David Choate League, A-11, Jefferson County, Texas;

43. Oil, Gas and Mineral Lease dated January 27, 2000, from Joseph Kenneth
Morgan, as Lessor, to King Ranch Oil and Gas, Inc., as Lessee, recorded as
Document No 2000008620, Official Records, Jefferson County, Texas, covering 16
acres of land, more or less, in the David Choate League, A-11, Jefferson County,
Texas;

44. Oil, Gas and Mineral Lease dated January 7, 2000, from Willis E. Morgan,
Jr., as Lessor, to King Ranch Oil and Gas, Inc., as Lessee, recorded as Document
No 2000005353, Official Records, Jefferson County, Texas, covering 16 acres of
land, more or less, in the David Choate League, A-11, Jefferson County, Texas;

45. Oil, Gas and Mineral Lease dated September 16, 1997, from Lower Neches
Valley Authority, as Lessor, to King Ranch Oil and Gas, Inc., as Lessee,
recorded by Notice of Oil, Gas and Mineral Lease as Document No. 97-9731686,
Official Records, Jefferson County, Texas, covering 9.33 acres of land, more or
less, in the David Choate League, A-11, Jefferson County, Texas;

46. Oil, Gas and Mineral Lease dated May 15, 1997, from Jack West and wife, Mary
H West, as Lessor, to King Ranch Oil and Gas, Inc., as Lessee, recorded as
Document No 97-9717304, Official Records, Jefferson County, Texas, covering
21.32 acres of land, more or less, in the David Choate League, A-11, Jefferson
County, Texas;

47. Oil, Gas and Mineral Lease dated April 28, 1997, from William B. West, Jr.,
as Lessor, to King Ranch Oil and Gas, Inc., as Lessee, recorded as Document No.
97-9717377, Official Records, Jefferson County, Texas, covering 27.72 acres of
land, more or less, in the David Choate League, A-11, Jefferson County, Texas;

48. Oil, Gas and Mineral Lease dated April 28, 1997, from Ida Ann W. Latiolais,
as Lessor, to King Ranch Oil and Gas, Inc., as Lessee, recorded as Document No.
97-9717378, Official Records, Jefferson County, Texas, covering 27.72 acres of
land, more or less, in the David Choate League, A-11, Jefferson County, Texas;

49. Oil, Gas and Mineral Lease dated April 28, 1997, from Hazel Eugenia W.
Hutton, as Lessor, to King Ranch Oil and Gas, Inc., as Lessee, recorded as
Document No. 97-9720064, Official Records, Jefferson County, Texas, covering
27.72 acres of land, more or less, in the David Choate League, A-11, Jefferson
County, Texas;

50. Oil and Gas Lease dated May 1, 2000, from ExxonMobil Pipeline Company, as
Lessor, to Venus Exploration, Inc., as Lessee, recorded as Document No.
2000026632, Official Records, Jefferson County, Texas, covering 0.21 acres of
land, more or less, in the David Choate League, A-11, Jefferson County, Texas;

51. Oil, Gas and Mineral Lease dated March 22, 2000, from William Russell
Reynolds, as Lessor, to Venus Exploration, Inc., as Lessee, recorded as Document
No. 2000011131, Official Records, Jefferson County, Texas, covering 1 acre of
land, more or less, in the David Choate League, A-11, Jefferson County, Texas;

52. Oil, Gas and Mineral Lease dated March 22, 2000, from Debra Elaine Reynolds
Lorance, as Lessor, to Venus Exploration, Inc., as Lessee, recorded as Document
No. 2000011180, Official Records, Jefferson County, Texas, covering 1 acre of
land, more or less, in the David Choate League, A-11, Jefferson County, Texas;

53. Oil, Gas and Mineral Lease dated July 26, 2000, from Denise Terzian to Venus
Exploration, Inc., recorded as Document No. 2000030986, Official Public Records
of Real Property, Jefferson County, Texas, covering 50 acres of land, more or
less, in the David Choate League, A-11, Jefferson County, Texas;

54. Oil, Gas and Mineral Lease dated July 14, 2000, from John David Birdwell,
Jr., to Venus Exploration, Inc., recorded as Document No. 2000030987, Official
Public Records of Real Property, Jefferson County, Texas, covering 53 acres of
land, more or less, in the David Choate League, A-11, Jefferson County, Texas;

55. Oil, Gas and Mineral Lease dated July 27, 2000, from Ida Reed Johns Gay to
Venus Exploration, Inc., recorded as Document No. 2000030988, Official Public
Records of Real Property, Jefferson County, Texas, covering 50 acres of land,
more or less, in the David Choate League, A-11, Jefferson County, Texas;

56. Oil, Gas and Mineral Lease dated July 26, 2000, from John J. Johns, III, to
Venus Exploration, Inc., recorded as Document No. 2000030989, Official Public
Records of Real Property, Jefferson County, Texas, covering 50 acres of land,
more or less, in the David Choate League, A-11, Jefferson County, Texas;

57. Oil, Gas and Mineral Lease dated July 26, 2000, from Bonnar Spring to Venus
Exploration, Inc., recorded as Document No. 2000030990, Official Public Records
of Real Property, Jefferson County, Texas, covering 50 acres of land, more or
less, in the David Choate League, A-11, Jefferson County, Texas;

58. Oil, Gas and Mineral Lease dated August 1, 2000, from Donna Lee Young to
Venus Exploration, Inc., recorded as Document No. 2000030991, Official Public
Records of Real Property, Jefferson County, Texas, covering 50 acres of land,
more or less, in the David Choate League, A-11, Jefferson County, Texas;

59. Oil, Gas and Mineral Lease dated July 17, 2000, from Mary Elizabeth Birdwell
Smith to Venus Exploration, Inc., recorded as Document No. 2000032290, Official
Public Records of Real Property, Jefferson County, Texas, covering 53 acres of
land, more or less, in the David Choate League, A-11, Jefferson County, Texas;

60. Oil, Gas and Mineral Lease dated August 1, 2000, from David Johns to Venus
Exploration, Inc., recorded as Document No. 2000033659, Official Public Records
of Real Property, Jefferson County, Texas, covering 50 acres of land, more or
less, in the David Choate League, A-11, Jefferson County, Texas;

61. Oil, Gas and Mineral Lease dated July 26, 2000, from Melou Piegari to Venus
Exploration, Inc., recorded as Document No. 2000034450, Official Public Records
of Real Property, Jefferson County, Texas, covering 50 acres of land, more or
less, in the David Choate League, A-11, Jefferson County, Texas;

62. Oil, Gas and Mineral Lease dated August 1, 2000, from William F. Cavanaugh,
III, to Venus Exploration, Inc., recorded as Document No. 2000034451, Official
Public Records of Real Property, Jefferson County, Texas, covering 50 acres of
land, more or less, in the David Choate League, A-11, Jefferson County, Texas;

63. Oil, Gas and Mineral Lease dated July 14, 2000, from Harvey Webb Cowan, et
al., to Venus Exploration, Inc., a Memorandum of which is recorded as Document
No. 2000036620, Official Public Records of Real Property, Jefferson County,
Texas, covering 53 acres of land, more or less, in the David Choate League,
A-11, Jefferson County, Texas;

64. Oil, Gas and Mineral Lease dated July 26, 2000, from Andrew Johns to Venus
Exploration, Inc., recorded as Document No. 2000040708, Official Public Records
of Real Property, Jefferson County, Texas, covering 50 acres of land, more or
less, in the David Choate League, A-11, Jefferson County, Texas;

65. Oil, Gas and Mineral Lease dated October 18, 2000, from Ruth Ann McLeod to
Venus Exploration, Inc., recorded as Document No, 2000042472, Official Public
Records of Real Property, Jefferson County, Texas, covering 50 acres of land,
more or less, in the David Choate League, A-11, Jefferson County, Texas;

66. Oil, Gas and Mineral Lease dated November 28, 2000, from Helen Joan Overpeck
Lemon to Venus Exploration, Inc., recorded as Document No. 2000046109, Official
Public Records of Real Property, Jefferson County, Texas, covering 16 acres of
land, more or less, in the David Choate League, A-11, Jefferson County, Texas;

67. Oil, Gas and Mineral Lease dated April 24, 2001, from Morris Kent Jackson to
Venus Exploration, Inc., recorded as Document No. 2001020521, Official Public
Records of Real Property, Jefferson County, Texas, covering 5 acres of land,
more or less, in the David Choate League, A-11, Jefferson County, Texas;

68. Oil, Gas and Mineral Lease dated April 24, 2001, from Mary Dianne Orbeck to
Venus Exploration, Inc., recorded as Document No. 2001020520, Official Public
Records of Real Property, Jefferson County, Texas, covering 5 acres of land,
more or less, in the David Choate League, A-11, Jefferson County, Texas;

69. Oil, Gas and Mineral Lease dated April 24, 2001, from Daniel Emerson Orbeck,
Jr. to Venus Exploration, Inc., recorded as Document No. 2001018465, Official
Public Records of Real Property, Jefferson County, Texas, covering 5 acres of
land, more or less, in the David Choate League, A-11, Jefferson County, Texas;

70. Oil, Gas and Mineral Lease dated April 24, 2001, from Linda M. Bryan,
Individually and as Attorney-in-Fact for Evelyn Orbeck Jackson, to Venus
Exploration, Inc., recorded as Document No. 2001018464, Official Public Records
of Real Property, Jefferson County, Texas, covering 5 acres of land, more or
less, in the David Choate League, A-11, Jefferson County, Texas;

71. Oil, Gas and Mineral Lease dated April 24, 2001, from Daniel E. Orbeck, Sr.,
to Venus Exploration, Inc., recorded as Document No. 2001018467, Official Public
Records of Real Property, Jefferson County, Texas, covering 5 acres of land,
more or less, in the David Choate League, A-11, Jefferson County, Texas;

72. Oil, Gas and Mineral Lease dated April 24, 2001, from Joseph Carrol Orbeck
and Johnye C. Carroll to Venus Exploration, Inc., recorded as Document No.
2001018466, Official Public Records of Real Property, Jefferson County, Texas,
covering 5 acres of land, more or less, in the David Choate League, A-11,
Jefferson County, Texas;

73. Oil, Gas and Mineral Lease dated April 24, 2001, from Mark Lindsley Orbeck
to Venus Exploration, Inc., recorded as Document No. 2001018468, Official Public
Records of Real Property, Jefferson County, Texas, covering 5 acres of land,
more or less, in the David Choate League, A-11, Jefferson County, Texas;

74. Oil, Gas and Mineral Lease dated April 24, 2001, from Dale Christine Orbeck
Van Sickle to Venus Exploration, Inc., recorded as Document No. 2001022318,
Official Public Records of Real Property, Jefferson County, Texas, covering 5
acres of land, more or less, in the David Choate League, A-11, Jefferson County,
Texas;

75. Oil, Gas and Mineral Lease dated April 24, 2001, from James Stanley Orbeck
to Venus Exploration, Inc., recorded as Document No. 2001028271, Official Public
Records of Real Property, Jefferson County, Texas, covering 5 acres of land,
more or less, in the David Choate League, A-11, Jefferson County, Texas;

76. Oil, Gas and Mineral Lease dated June 2, 1997, from Ray E. Harder, Jr., as
Lessor, to Lynn V. Presley, Inc., as Lessee, recorded as Document No.
97-9720238, Official Records, Jefferson County, Texas, as extended, covering 480
acres of land, more or less, in the J. Gerish, Jr. Survey, A-25, Jefferson
County, Texas, having been determined by recent survey to actually cover 508.98
acres;

77. Oil, Gas and Mineral Lease dated June 2, 1997, from Edra Harder Bogucki, as
Lessor, to Lynn V. Presley, Inc., as Lessee, recorded as Document No.
97-9720240, Official Records, Jefferson County, Texas, as extended, covering 480
acres of land, more or less, in the J. Gerish, Jr. Survey, A-25, Jefferson
County, Texas, having been determined by recent survey to actually cover 508.98
acres;

78. Oil, Gas and Mineral Lease dated June 2, 1997, from Louise Paggi, as Lessor,
to Lynn V. Presley, Inc., as Lessee, recorded as Document No. 97-9720241,
Official Records, Jefferson County, Texas, as extended and ratified, covering
480 acres of land, more or less, in the J. Gerish, Jr. Survey, A-25, Jefferson
County, Texas, having been determined by recent survey to actually cover 508.98
acres;

79. Oil, Gas and Mineral Lease dated June 2, 1997, from Ann Harder, as Lessor,
to Lynn V. Presley, Inc., as Lessee, recorded as Document No. 97-9720239,
Official Records, Jefferson County, Texas, as extended, covering 480 acres of
land, more or less, in the J. Gerish, Jr. Survey, A-25, Jefferson County, Texas,
having been determined by recent survey to actually cover 508.98 acres;

80. Oil, Gas and Mineral Lease dated October 3, 1997, from Lillie Mae Launey
O'Fiel, et al, as Lessor, to King Ranch Oil and Gas, Inc., as Lessee, recorded
as Document No. 98-9800511, Official Records, Jefferson County, Texas, covering
22.986 acres of land, more or less, in the David Choate Survey, A-1l, Jefferson
County, Texas;

81. Oil, Gas and Mineral Lease dated October 3, 1997, from Frances C. Barrow
Ford, as Lessor, to King Ranch Oil and Gas, Inc., as Lessee, recorded as
Document No. 97-9737889, Official Records, Jefferson County, Texas, covering
13.25 acres of land, more or less, in the David Choate Survey, A-l1, Jefferson
County, Texas;

82. Oil, Gas and Mineral Lease dated October 3, 1997, from Joseph Edward Barrow,
Jr., as Lessor, to King Ranch Oil and Gas, Inc., as Lessee, recorded as Document
No. 97-9735951, Official Records, Jefferson County, Texas, covering 3.25 acres
of land, more or less, in the David Choate Survey, A-11, Jefferson County,
Texas;

83. Oil, Gas and Mineral Lease dated December 14, 1999, from Raymond P. Kotz, as
Lessor, to Venus Exploration, Inc., as Lessee, recorded as Document No.
1999047192, Official Records, Jefferson County, Texas, covering 2.00 acres of
land, more or less, in the David Choate Survey, A-11, Jefferson County, Texas;

84. Oil, Gas and Mineral Lease dated October 27, 1997, from Michael Wayne Kotz,
as Lessor, to King Ranch Oil and Gas, Inc., as Lessee, recorded as Document No.
98-9805806, Official Records, Jefferson County, Texas, covering 2.00 acres of
land, more or less, in the David Choate Survey, A-11, Jefferson County, Texas;

85. Oil, Gas and Mineral Lease dated October 3, 1997, from Annabelle Mitchell,
as Lessor, to King Ranch Oil and Gas, Inc., as Lessee, recorded as Document No.
98-9800513, Official Records, Jefferson County, Texas, covering 16.09 acres of
land, more or less, in the David Choate Survey, A-1l, Jefferson County, Texas;

86. Oil, Gas and Mineral Lease dated March 3, 1998, from Carol A. Williamson as
Agent and Attorney-In-Fact for June E. Burrell, as Lessor, to King Ranch Energy,
Inc., as Lessee, recorded as Document No. 98-9814339, Official Records,
Jefferson County, Texas, covering 13.00 acres of land, more or less, in the
David Choate Survey, A-11, Jefferson County, Texas;

87. Oil, Gas and Mineral Lease dated October 8, 1997, from Vivian Hensley, as
Lessor, to King Ranch Oil and Gas, Inc., as Lessee, recorded as Document No.
97-9737890, Official Records, Jefferson County, Texas, covering 9.051 acres of
land, more or less, in the David Choate Survey, A-11, Jefferson County, Texas;

88. Oil, Gas and Mineral Lease dated October 3, 1997, from Donald Woodrow
Robinson, as Lessor, to King Ranch Oil and Gas, Inc., as Lessee, recorded as
Document No. 97-9734333, Official Records, Jefferson County, Texas, as ratified,
covering 7.13 acres of land, more or less, INSOFAR AS AND ONLY INSOFAR AS said
lease covers and includes 5.13 acres being Tracts 2 and 3 of the lands described
therein, located in the David Choate Survey, A-11, Jefferson County, Texas;

89. Oil, Gas and Mineral Lease dated October 3, 1997, from Larry Lee Robinson,
as Lessor, to King Ranch Oil and Gas, Inc., as Lessee, recorded as Document No.
97-9737891, Official Records, Jefferson County, Texas, covering 5.13 acres of
land, more or less, located in the David Choate Survey, A-11, Jefferson County,
Texas;

90. Oil, Gas and Mineral Lease dated November 4, 1997, from Thomas Lee Wright,
et ux, as Lessor, to King Ranch Oil and Gas, Inc., as Lessee, recorded as
Document No. 98-9805808, Official Records, Jefferson County, Texas, covering
1.13 acres of land, more or less, located in the David Choate Survey, A-11,
Jefferson County, Texas;

91. Oil, Gas and Mineral Lease dated December 10, 1999, from Daniel B.
Pemberton, et ux, as Lessor, to Venus Exploration, Inc., as Lessee, recorded as
Document No. 2000004889, Official Records, Jefferson County, Texas, covering
3.957 acres of land, more or less, located in the David Choate Survey, A-11,
Jefferson County, Texas;

92. Oil, Gas and Mineral Lease dated October 3, 1997, from Betty Jean Lebert, as
Lessor, to King Ranch Oil and Gas, Inc., as Lessee, recorded as Document No.
98-9800516, Official Records, Jefferson County, Texas, covering 1.00 acre of
land, more or less, in the David Choate Survey, A-11, Jefferson County, Texas;

93. Oil, Gas and Mineral Lease dated August 21, 1997, from Molly Sue Ridley, as
Guardian of the Estate of Elizabeth K. Sherman, NCM, as Lessor, to King Ranch
Oil and Gas, Inc., as Lessee, recorded as Document No. 97-9731692, Official
Records, Jefferson County, Texas, covering 20.50 acres of land, more or less,
INSOFAR AS AND ONLY INSOFAR AS said lease covers and includes 4.00 acres
consisting of First Tract out of the lands described therein, located in the
David Choate Survey, A-11, Jefferson County, Texas;

94. Oil, Gas and Mineral Lease dated January 10, 2000, from John Ivan Seaberg,
Individually and as Administrator of the Estate of Blanch Laidacker Seaberg, as
Lessor, to Venus Exploration, Inc., as Lessee, recorded as Document No.
2000004891, Official Records, Jefferson County, Texas, covering 7.00 acres of
land, more or less, in the David Choate Survey, A-11, Jefferson County, Texas;

95. Oil, Gas and Mineral Lease dated January 10, 2000, from Michael A.
Laidacker, et al., as Lessor, to Venus Exploration, Inc., as Lessee, recorded as
Document No. 2000018248, Official Records, Jefferson County, Texas, covering
7.00 acres of land, more or less, in the David Choate Survey, A-l1, Jefferson
County, Texas;

96. Oil, Gas and Mineral Lease dated March 23, 2000, from Richard Blake Mackan,
Jr., Individually and as Independent Executor of the Estate of Ruth Laidacker
Mackan, as Lessor, to Venus Exploration, Inc., as Lessee, recorded as Document
No. 2000013861, Official Records, Jefferson County, Texas, covering 7.00 acres
of land, more or less, in the David Choate Survey, A-11, Jefferson County,
Texas;

97. Oil, Gas and Mineral Lease dated December 27, 1999, from Janis Robira
Gothreaux, as Lessor, to Venus Exploration, Inc., as Lessee, recorded as
Document No. 19990499324, Official Records, Jefferson County, Texas, covering
5.05 acres of land, more or less, in the David Choate Survey, A-11, Jefferson
County, Texas;

98. Oil, Gas and Mineral Lease dated November 14, 1997, from H. C. Gilbert, as
Lessor, to King Ranch Oil and Gas, Inc., as Lessee, recorded as Document No.
98-9800517, Official Records, Jefferson County, Texas, covering 4.05 acres of
land, more or less, located in the David Choate Survey, A-11, Jefferson County,
Texas;

99. Oil, Gas and Mineral Lease dated February 20, 1998, from Ella Woodley
Achten, as Lessor, to Lynn Presley, Inc., as Lessee, recorded as Document No.
98-9829614, Official Records, Jefferson County, Texas, covering 10 acres of land
and known as Lot 3, more or less, located in the James Gerish, Jr. League, A-25,
Jefferson County, Texas;

100. Oil, Gas and Mineral Lease dated March 6, 1998, from Iles and Iles
Investments, Inc., as Lessor, to Lynn V. Presley, Inc., as Lessee, recorded as
Document No. 98-9829617, Official Records, Jefferson County, Texas, covering
10.21 acres of land and known as Lot 2, more or less, located in the James
Gerish Jr. League, A-25, Jefferson County, Texas;

101. Oil, Gas and Mineral Lease dated March 13, 1998, from Melvin J. Jannise, et
ux, as Lessor, to Lynn V. Presley, Inc., as Lessee, recorded as Document No.
98-9829613, Official Public Records, Jefferson County, Texas, covering 10 acres
of land and known as Lot 5, more or less, located in the James Gerish, Jr.
League, A-25, Jefferson County, Texas;

102. Oil, Gas and Mineral Lease dated October 3, 2000, from Ray Mitchell, et ux,
as Lessor to Venus Exploration, Inc., as Lessee, recorded as Document No.
2000038540, Official Public Records, Jefferson County, Texas, covering 10.32
acres of land and known as Lot 1, more or less, located in the James Gerish, Jr.
League, A-25, Jefferson County, Texas;

103. Oil, Gas and Mineral Lease dated October 24, 2000, from Mary F. Leger, as
Lessor, to Venus Exploration, Inc., as Lessee, recorded as Document No.
2000040620, Official Public Records, Jefferson County, Texas, covering 10 acres
of land and known as Lot 5, more or less, located in the James Gerish Jr.
League, A-25, Jefferson County, Texas;

104. Oil, Gas and Mineral Lease dated October 24, 2000, from Gerald Hugh
Henderson, as Lessor, to Venus Exploration, Inc., as Lessee, recorded as
Document No. 2000040870, Official Public Records, Jefferson County, Texas,
covering 10 acres of land and known as Lot 5, more or less, located in the James
Gerish Jr. League, A-25, Jefferson County, Texas;

105. Oil, Gas and Mineral Lease dated October 24, 2000, from Janice Carol
Turner, as Lessor, to Venus Exploration, Inc., as Lessee, recorded as Document
No. 2000045520, Official Public Records, Jefferson County, Texas, covering 10
acres of land and known as Lot 5, more or less, located in the James Gerish Jr.
League, A-25, Jefferson County, Texas;

106. Oil, Gas and Mineral Lease dated October 24, 2000, from Rose Magliolo, as
Lessor, to Venus Exploration, Inc., as Lessee, recorded as Document No.
2000045231, Official Public Records, Jefferson County, Texas, covering 10 acres
of land and known as Lot 4, more or less, located in the James Gerish Jr.
League, A-25, Jefferson County, Texas;

107. Oil and Gas Lease dated September 19, 2001, from Hibernia National Bank,
Trustee of the Lawrence Leger Testamentary Trust f/b/o Marie Beard, as Lessor,
to Venus Exploration, Inc., as Lessee, recorded as Document No. 2001034613,
Official Public Records of Real Property, Jefferson County, Texas, covering 10
acres of land, more or less, located in the James Gerish Jr. League, A-25,
Jefferson County, Texas;

108. Oil, Gas and Mineral Lease dated October 24, 2000, from Dan Barton Leger,
et al., Co-Trustees of the Weldon Leger Family Trust, as Lessor, to Venus
Exploration, Inc., as Lessee, recorded as Document No. 2001037218, Official
Public Records of Real Property, Jefferson County, Texas, covering 10 acres of
land, more or less, located in the James Gerish Jr. League, A-25, Jefferson
County, Texas;

109. Oil, Gas and Mineral Lease dated October 24, 2000, from Carl Lane
Henderson, as Lessor, to Venus Exploration, Inc., as Lessee, recorded as
Document No. 2001037219, Official Public Records of Real Property, Jefferson
County, Texas, covering 10 acres of land, more or less, located in the James
Gerish Jr. League, A-25, Jefferson County, Texas;

110. Oil, Gas and Mineral Lease dated October 24, 2000, from Mark Wayne
Henderson, as Lessor, to Venus Exploration, Inc., as Lessee, recorded as
Document No. 2001039055, Official Public Records of Real Property, Jefferson
County, Texas, covering 10 acres of land, more or less, located in the James
Gerish Jr. League, A-25, Jefferson County, Texas;

111. Oil, Gas and Liquid Hydrocarbon Lease dated May 9, 2001, from Chronister
Family Trust, as Lessor, to Venus Exploration, Inc., as Lessee, recorded as
Document No. 2001007193, Official Records, Jefferson County, Texas, covering
110.1458 acres of land, more or less, in the David Choate Survey, A-11,
Jefferson County, Texas;

112. Oil, Gas and Liquid Hydrocarbon Lease dated May 8, 2001, from Sally Ann
Moore Schofield, as Lessor, to Venus Exploration, Inc., as Lessee, recorded as
Document No. 2001006716, Official Records, Jefferson County, Texas, covering
110.1458 acres of land, more or less, in the David Choate Survey, A-11,
Jefferson County, Texas;

113. Oil, Gas and Liquid Hydrocarbon Lease dated May 15, 2001, from Marie Camp,
as Lessor, to Venus Exploration, Inc., as Lessee, recorded as Document No.
2001008150, Official Records, Jefferson County, Texas, covering 110.1458 acres
of land, more or less, in the David Choate Survey, A-11, Jefferson County,
Texas;

114. Oil, Gas and Liquid Hydrocarbon Lease dated April 18, 2001, from Shanna
Rothkamm, as Lessor, to Venus Exploration, Inc., as Lessee, recorded as Document
No. 2001004960, Official Records, Jefferson County, Texas, covering 1.205 acres
of land, more or less, in the David Choate Survey, A-11, Jefferson County,
Texas;

115. Oil, Gas and Liquid Hydrocarbon Lease dated April 19, 2001, from Melvin
Hugh Henslee and wife, Lucille Henslee, as Lessor, to Venus Exploration, Inc.,
as Lessee, recorded as Document No. 2001004959, Official Records, Jefferson
County, Texas, covering 1.0 acre of land, more or less, in the David Choate
Survey, A-11, Jefferson County, Texas;

116. Oil, Gas and Liquid Hydrocarbon Lease dated April 18, 2001, from Vicki Rene
Bottoms, as Lessor, to Venus Exploration, Inc., as Lessee, recorded as Document
No. 2001005565, Official Records, Jefferson County, Texas, covering 1.205 acres
of land, more or less, in the David Choate Survey, A-11, Jefferson County,
Texas;

117. Oil, Gas and Liquid Hydrocarbon Lease dated July 9, 2001, from M.E.
Burkhart, as Lessor, to Venus Exploration, Inc., as Lessee, recorded as Document
No. 2001009912, Official Records, Jefferson County, Texas, covering 44.019 acres
of land, more or less, in the David Choate Survey, A-11, Jefferson County,
Texas;

118. Oil, Gas and Liquid Hydrocarbon Lease dated October 29, 2001, from Helen V.
Henslee, as Lessor, to Venus Exploration, Inc., as Lessee, recorded as Document
No. 2001033077, Official Records, Jefferson County, Texas, covering 20.98 acres
of land, more or less, in the David Choate Survey, A-11, Jefferson County,
Texas;

119. Oil, Gas and Liquid Hydrocarbon Lease dated January 10, 2000 from Richard
Blake Mackan, Jr. Individually and as Independent Executor of the Estate of Ruth
Laidacker Mackan, deceased, as Lessor, to Venus Exploration, Inc., as Lessee,
recorded as Document No. 2000013860, Official Records, Jefferson County, Texas,
covering 1.0 acre of land, more or less, in the David Choate Survey, A-11,
Jefferson County, Texas;

120. Oil, Gas and Liquid Hydrocarbon Lease dated January 31, 2000, from Michael
A. Laidacker, Individually and Gary W. Laidacker, Individually, and as
Co-Trustees of the Testamentary Trust created under the Will of Willora
Laidacker, deceased, as Lessor, to Venus Exploration, Inc., as Lessee, recorded
as Document No. 2000015931, Official Records, Jefferson County, Texas, covering
1.0 acre of land, more or less, in the David Choate Survey, A-11, Jefferson
County, Texas;

121. Oil, Gas and Liquid Hydrocarbon Lease dated January 31, 2000, from John
Ivan Seaberg, Individually and as Administrator of the Estate of Blanche
Laidacker Seaberg, as Lessor, to Venus Exploration, Inc., as Lessee, recorded as
Document No. 2000008621, Official Records, Jefferson County, Texas, covering 1.0
acre of land, more or less, in the David Choate Survey, A-11, Jefferson County,
Texas;

122. Quitclaim Deed dated February 28, 2000 from Eileen Blake, as Grantor to
Venus Exploration, Inc., as Grantee, recorded in the Official Records as
Document No. 20000008621, covering .2134 acre of land, more or less, in the
David Choate Survey, A-11, Jefferson County, Texas;

123. Quitclaim Deed dated February 28, 2000 from Donald L. Gallier, as Grantor
to Venus Exploration, Inc., as Grantee, recorded in the Official Records as
Document No. 20000011183, covering .2134 acre of land, more or less, in the
David Choate Survey, A-11, Jefferson County, Texas;

124. Quitclaim Deed dated February 28, 2000 from Albert E. Gallier, as Grantor
to Venus Exploration, Inc., as Grantee, recorded in the Official Records as
Document No. 20000011150, covering .2134 acre of land, more or less, in the
David Choate Survey, A-11, Jefferson County, Texas;

125. Mineral Deed dated February 28, 2000 from Eugene William Borden, as Grantor
to Venus Exploration, Inc. as Grantee, recorded in the Official Records as
Document No. 2000011151, covering 2.0 acres of land, more or less, in the David
Choate Survey, A-11, Jefferson County, Texas;

126. Deed Without Warranty dated May 1, 2000 from ExxonMobil Pipeline Company, a
Delaware Corporation, as Grantor, to Venus Exploration, Inc., as Grantee,
recorded in the Official Records as Document No. 2000026630, covering .21 acre
of land, more or less, in the David Choate Survey, A-11, Jefferson County,
Texas;

127. Deed and Bill of Sale dated January 24, 2000 from Apache Corporation, as
Grantor to Venus Exploration, Inc., as Grantee, recorded in the Official Records
as Document No. 20000006713, covering Tract 1 of 1.03 acres, more or less, and
Tract 2 of 6.3196 acres of land, more or less, in the David Choate Survey, A-11,
Jefferson County, Texas;

128. Oil, Gas and Liquid Hydrocarbon Lease dated March 17, 2001, from Henry H.
Rachford, Jr., as Lessor, to Venus Exploration, Inc., as Lessee, recorded as
Document No. 2001008489, Official Records, Jefferson County, Texas, covering
22.9 acres of land, more or less, in the James Garish, A-25, Jefferson County,
Texas;

129. Oil, Gas and Liquid Hydrocarbon Lease dated March 10, 2001, from Ray T.
Antilley, Jr., as Lessor, to Venus Exploration, Inc., as Lessee, recorded as
Document No. 2001008490, Official Records, Jefferson County, Texas, covering
4.975 acres of land, more or less, in the James Garish, A-25, Jefferson County,
Texas;

130. Oil, Gas and Liquid Hydrocarbon Lease dated February 14, 2001, from Allen
V. Clark, as Lessor, to Venus Exploration, Inc., as Lessee, recorded as Document
No. 2001008149, Official Records, Jefferson County, Texas, covering 6.0116 acres
of land, more or less, in the James Garish Survey, A-25, Jefferson County,
Texas;

131. Oil, Gas and Liquid Hydrocarbon Lease dated March 10, 2001, from Fred
Pouncy, Sr. and wife, Ella P. Pouncy, as Lessor, to Venus Exploration, Inc., as
Lessee, recorded as Document No. 2001010248, Official Records, Jefferson County,
Texas, covering 10.935 acres of land, more or less, in the James Garish Survey,
A-25, Jefferson County, Texas;

132. Oil, Gas and Liquid Hydrocarbon Lease dated May 22, 1998, from Mixon Land
Company, as Lessor, to Venus Exploration, Inc., as Lessee, recorded as Document
No. 98-9829629, Official Records, Jefferson County, Texas, covering 272.90 acres
of land, more or less, in the James Garish Survey, A-25, Jefferson County,
Texas;

133. Oil, Gas and Liquid Hydrocarbon Lease dated March 10, 2001, from Michael
Alcaire Kotz, as Lessor, to Venus Exploration, Inc., as Lessee, recorded as
Document No. 2001016096, Official Records, Jefferson County, Texas, covering
105.60 acres of land, more or less, in the James Garish Survey, A-25, Jefferson
County, Texas;

134. Oil, Gas and Liquid Hydrocarbon Lease dated March 10, 2001, from James
Rudolph Kotz, as Lessor, to Venus Exploration, Inc., as Lessee, recorded as
Document No. 2001009910, Official Records, Jefferson County, Texas, covering
105.60 acres of land, more or less, in the James Garish Survey, A-25, Jefferson
County, Texas;

135. Oil, Gas and Liquid Hydrocarbon Lease dated March 10, 2001, from Jerry
Lloyd Kotz, as Lessor, to Venus Exploration, Inc., as Lessee, recorded as
Document No. 2001009911, Official Records, Jefferson County, Texas, covering
105.60 acres of land, more or less, in the James Garish Survey, A-25, Jefferson
County, Texas;

136. Oil, Gas and Liquid Hydrocarbon Lease dated March 10, 2001, from Alma Kotz
Manuel, as Lessor, to Venus Exploration, Inc., as Lessee, recorded as Document
No. 2001009909, Official Records, Jefferson County, Texas, covering 105.60 acres
of land, more or less, in the James Garish Survey, A-25, Jefferson County,
Texas;

137. Oil, Gas and Liquid Hydrocarbon Lease dated March 10, 2001, from Thelma
Dell Kotz West, as Lessor, to Venus Exploration, Inc., as Lessee, recorded as
Document No. 2001012019, Official Records, Jefferson County, Texas, covering
105.60 acres of land, more or less, in the James Garish Survey, A-25, Jefferson
County, Texas;

138. Oil, Gas and Liquid Hydrocarbon Lease dated May 22, 1998, from Louis M.
Broussard, et al, as Lessor, to Venus Exploration, Inc., as Lessee, recorded as
Document No. 98-9829630, Official Records, Jefferson County, Texas, covering
570.61 acres of land, more or less, in the James Garish Survey, A-25, Jefferson
County, Texas;

139. Oil, Gas and Liquid Hydrocarbon Lease dated May 22, 1998, from Louis M.
Broussard, et al, as Lessor, to Venus Exploration, Inc., as Lessee, recorded as
Document No. 98-9829631, Official Records, Jefferson County, Texas, covering
102.22 acres of land, more or less, in the James Garish Survey, A-25, Jefferson
County, Texas;

140. Oil, Gas and Liquid Hydrocarbon Lease dated June 6, 2001, from Michael F.
Doran, as Lessor, to Venus Exploration, Inc., as Lessee, recorded as Document
No. 2001016097, Official Records, Jefferson County, Texas, covering 22.91 acres
of land, more or less, in the James Garish Survey, A-25, Jefferson County,
Texas;

141. Oil, Gas and Liquid Hydrocarbon Lease dated May 25, 2001, from Morgan
Family Living Revocable Trust, as Lessor, to Venus Exploration, Inc., as Lessee,
recorded as Document No. 98-9829628, Official Records, Jefferson County, Texas,
covering 2.0 acres of land, more or less, in the James Garish Survey, A-25,
Jefferson County, Texas;

142. Oil, Gas and Liquid Hydrocarbon Lease dated December 28, 1976, from
Westbury Farms, Inc., as Lessor, to D. E. Killam, Jr., as Lessee, recorded as
Document No. 948299, Official Records, Jefferson County, Texas, covering
213.8460 acres of land, more or less in the David Choate League, A-11, Jefferson
County, Texas;

143. Oil, Gas and Liquid Hydrocarbon Lease dated March 25, 1977, from Mixson
Land Company, as Lessor, to Texaco, Inc., as Lessee, recorded as Document No.
954491, Official Records, Jefferson County, Texas, covering 396.3612 acres of
land, more or less in the David Choate League, A-11, Jefferson County, Texas;

144. Oil, Gas and Liquid Hydrocarbon Lease dated March 8, 1977, from Katherine
Belle B. Doyle, et al., as Lessor, to Texaco, Inc., as Lessee, recorded as
Document No. 954495, Official Records, Jefferson County, Texas, covering 37.4324
acres of land, more or less in the David Choate League, A-11, Jefferson County,
Texas;

145. Oil, Gas and Liquid Hydrocarbon Lease dated April 9, 1977, from Joe Michael
Mazzola, Jr., as Lessor, to Texaco, Inc., as Lessee, recorded as Document No.
953742, Official Records, Jefferson County, Texas, covering 21.1684 acres of
land, more or less in the David Choate League, A-11, Jefferson County, Texas;

146. Oil, Gas and Liquid Hydrocarbon Lease dated November 8, 1977, from Grace
Hensley (a feme sole), as Lessor, to Texaco, Inc., as Lessee, recorded as
Document No. 972218, Official Records, Jefferson County, Texas, covering 3.7575
acres of land, more or less in the David Choate League, A-11, Jefferson County,
Texas;

147. Oil, Gas and Liquid Hydrocarbon Lease dated February 7, 1977, from the
George Henry Norman Estate, as Lessor, to Texaco, Inc., as Lessee, recorded as
Document No. 948303, Official Records, Jefferson County, Texas, covering 71.1804
acres of land, more or less in the David Choate League, A-11, Jefferson County,
Texas;

148. Oil, Gas and Liquid Hydrocarbon Lease dated January 25, 1977, from Deloras
Vita Rowe, a widow, as Lessor, to Texaco, Inc., as Lessee, recorded as Document
No. 948304, Official Records, Jefferson County, Texas, covering 163.4622 acres
of land, more or less in the David Choate League, A-11, Jefferson County, Texas;

149. Oil, Gas and Liquid Hydrocarbon Lease dated March 25, 1977, from Katherine
Belle B. Doyle, et al., as Lessor, to Texaco, Inc., as Lessee, recorded as
Document No. 954496, Official Records, Jefferson County, Texas, covering
180.2341 acres of land, more or less in the David Choate League, A-11, Jefferson
County, Texas;

150. Oil, Gas and Liquid Hydrocarbon Lease dated March 25, 1977, from the Walter
Company, as Lessor, to Texaco, Inc., as Lessee, recorded as Document No. 954492,
Official Records, Jefferson County, Texas, covering 30.1733 acres of land, more
or less in the David Choate League, A-11, Jefferson County, Texas;

151. Oil, Gas and Liquid Hydrocarbon Lease dated May 9, 1977, from Jimmie C.
Garner and Lillian Garner, husband and wife, as Lessors, to Texaco, Inc., as
Lessee, recorded as Document No. 963827, Official Records, Jefferson County,
Texas, covering 42.9988 acres of land, more or less in the David Choate League,
A-11, Jefferson County, Texas;

152. Oil, Gas and Liquid Hydrocarbon Lease dated February 14, 1977, from John P.
Blair, et al., as Lessor, to Texaco, Inc., as Lessee, recorded as Document No.
948301, Official Records, Jefferson County, Texas, covering 28.9724 acres of
land, more or less in the David Choate League, A-11, Jefferson County, Texas;

153. Oil, Gas and Liquid Hydrocarbon Lease dated February 14, 1977, from Sally
Ann Moore Schofield, as Lessor, to Texaco, Inc., as Lessee, recorded as Document
No. 948225, Official Records, Jefferson County, Texas, covering 28.9724 acres of
land, more or less in the David Choate League, A-11, Jefferson County, Texas;

154. Oil, Gas and Liquid Hydrocarbon Lease dated February 14, 1977, from Hattie
Moore Nolen, as Lessor, to Texaco, Inc., as Lessee, recorded as Document No.
949247, Official Records, Jefferson County, Texas, covering 28.9724 acres of
land, more or less in the David Choate League, A-11, Jefferson County, Texas;

155. Oil, Gas and Liquid Hydrocarbon Lease dated February 14, 1977, from Mildred
N. Land, as Lessor, to Texaco, Inc., as Lessee, recorded as Document No. 949836,
Official Records, Jefferson County, Texas, covering 28.9724 acres of land, more
or less in the David Choate League, A-11, Jefferson County, Texas;

156. Oil, Gas and Liquid Hydrocarbon Lease dated October 6, 1977, from the
Alberdena M. Ruysenaars Estate, as Lessor, to Texaco, Inc., as Lessee, recorded
as Document No. 971855, Official Records, Jefferson County, Texas, covering
45.0000 acres of land, more or less in the David Choate League, A-11, Jefferson
County, Texas;

157. Oil, Gas and Liquid Hydrocarbon Lease dated February 18, 1977, from D. F.
Sanders, as Lessor, to Texaco, Inc., as Lessee, recorded as Document No. 948305,
Official Records, Jefferson County, Texas, covering 67.9700 acres of land, more
or less in the David Choate League, A-11, Jefferson County, Texas;

158. Oil, Gas and Liquid Hydrocarbon Lease dated February 18, 1977, from Alto V.
Watson III, as Lessor, to Texaco, Inc., as Lessee, recorded as Document No.
948307, Official Records, Jefferson County, Texas, covering 28.3320 acres of
land, more or less in the David Choate League, A-11, Jefferson County, Texas;

159. Oil, Gas and Liquid Hydrocarbon Lease dated February 18, 1977, from Malcolm
R. Sanders, as Lessor, to Texaco, Inc., as Lessee, recorded as Document No.
948306, Official Records, Jefferson County, Texas, covering 28.3320 acres of
land, more or less in the David Choate League, A-11, Jefferson County, Texas;

160. Oil, Gas and Liquid Hydrocarbon Lease dated May 9, 1977, from Everett and
Margaret Burkhart, as Lessors, to Texaco, Inc., as Lessee, recorded as Document
No. 961845, Official Records, Jefferson County, Texas, covering 54.2596 acres of
land, more or less in the David Choate League, A-11, Jefferson County, Texas;

161. Oil, Gas and Liquid Hydrocarbon Lease dated February 22, 1977, from Bill J.
Sanders, as Lessor, to Texaco, Inc., as Lessee, recorded as Document No. 956500,
Official Records, Jefferson County, Texas, covering 28.3320 acres of land, more
or less in the David Choate League, A-11, Jefferson County, Texas;

162. Oil, Gas and Liquid Hydrocarbon Lease dated February 18, 1977, from D. F.
Sanders, as Lessor, to Texaco, Inc., as Lessee, recorded as Document No. 948308,
Official Records, Jefferson County, Texas, covering 28.3320 acres of land, more
or less in the David Choate League, A-11, Jefferson County, Texas;

163. Oil, Gas and Liquid Hydrocarbon Lease dated April 4, 1977, from W.A.S.
Properties, Inc., as Lessor, to Texaco, Inc., as Lessee, recorded as Document
No. 954248, Official Records, Jefferson County, Texas, covering 67.9700 acres of
land, more or less in the David Choate League, A-11, Jefferson County, Texas;

164. Oil, Gas and Liquid Hydrocarbon Lease dated February 22, 1977, from Bill J.
Sanders, as Lessor, to Texaco, Inc., as Lessee, recorded as Document No. 956499,
Official Records, Jefferson County, Texas, covering 67.9700 acres of land, more
or less in the David Choate League, A-11, Jefferson County, Texas;

165. Oil, Gas and Liquid Hydrocarbon Lease dated October 4, 1977, from Missouri
Pacific Railroad Company, currently known as Union Pacific Land Resources
Corporation, as Lessor, to Texaco, Inc., as Lessee, recorded as Document No.
969995, Official Records, Jefferson County, Texas, covering 1.4291 acres of
land, more or less in the David Choate League, A-11, Jefferson County, Texas;
and

166. Oil, Gas and Liquid Hydrocarbon Lease dated October 12, 1979, from Mary
Francis Richardson, as Lessor, to Texaco, Inc., as Lessee, recorded as Document
No. 1041535, Official Records, Jefferson County, Texas, covering 1.1862 acres of
land, more or less in the David Choate League, A-11, Jefferson County, Texas.

It is the intent of the parties for Venus to assign to Samson all
of Venus' right, title and interest, however described, in and to
all oil and gas leasehold, mineral interests or contractual rights
as to those lands or property included in and/or contiguous to
that acreage governed by that certain Joint Operating Agreement
dated February 4, 1997 (China Beach Prospect) and that certain
Joint Operating Agreement dated October 8, 1997 (Westbury
Prospect), Jefferson County, Texas.

END OF EXHIBIT "B"

EXHIBIT "C"

================================================================================

1. Farmout Agreement dated February 1, 1997 between Apache Corporation and
King Ranch Oil and Gas, Inc.;

2. Operating Agreement dated February 1, 1997 between Apache Corporation
and King Ranch Oil and Gas, Inc.;

3. Participation Agreement dated February 4, 1997 between King Ranch Oil and
Gas, Inc., Venus Exploration, Inc., Trail Mountain, Inc., and Lomak Production
I, LP;

4. Notice of Operating Agreement on Constitution Prospect dated February 4,
1997, Recording #97-9737888, Jefferson County, Texas;

5. Gas Purchase and Sale Agreement dated July 1, 2000, between Duke Energy Field
Services Marketing, LLC, and Venus Exploration, Inc.;

6. Gas Processing Agreement dated July 1, 2000, between Duke Energy Field
Services Marketing, LLC, and Venus Exploration, Inc.;

7. Crude Oil Purchase Agreement dated December 4, 2001, between Sunoco Inc., and
Venus Exploration, Inc.;

8. Letter Agreement dated April 17, 1997, between Steve Conn and King Ranch Oil
& Gas, Inc.;

9. Right of Way for Road Use dated July 17, 1998 between William J.
Cuibreath and Venus Exploration, Inc.;

10. Right of Way for Road Use dated July 16, 1998 between Garland F. West
and Venus Exploration, Inc.;

11. Right of Way Agreement dated July 17, 1998 between Edward Royer and wife,
Patricia Royer to Venus Exploration, Inc. recording in #98-9827893, Jefferson
County, Texas;

12. Right of Way Agreement dated July 17, 1998 between Westbury Farms, Inc. to
Venus Exploration, Inc., recording in #98-9827892, Jefferson County, Texas;

13. License for Non-Exclusive Use Easement dated September 2, 1998 between
Westbury Farms, Inc. and Venus Exploration, Inc., recording in #98-9834954,
Jefferson County, Texas;

14. Easement Agreement dated September 14, 2000 between Venus Exploration, Inc.
to Centana Intrastate Pipeline, LLC;

15. Notice of Operating Agreement on Westbury Prospect dated October 8, 1997,
recording 2002038418, Jefferson County, Texas;

16. Declaration of Unit on Paggi #1 dated October 2, 2000, recording 2000037796
and 2000041820 and amended in recording 2001005915, Jefferson County, Texas;

17. Declaration of Unit on Apache #1 dated May 10, 2000, recording 2000017732,
Jefferson County, Texas;

18. Overriding Royalty Agreement (Expanded Yegua Exploration Program) effective
December 31, 1997, between Venus Exploration, Inc., and John Y. Ames;

19. Overriding Royalty Agreement (Expanded Yegua Exploration Program) effective
December 31, 1997, between Venus Exploration, Inc., and Thomas E. Ewing;

20. Overriding Royalty Agreement (Expanded Yegua Exploration Program) effective
December 31, 1997, between Venus Exploration, Inc., and Bonnie R. Weise;

21. Overriding Royalty Agreement (Constitution Prospect) effective December 31,
1999, between Venus Exploration, Inc., and Eugene L. Ames, III; and

22. Overriding Royalty Agreement (Westbury Prospect) effective December 31,
1999, between Venus Exploration, Inc., and Eugene L. Ames, III.

23. Letter Agreement dated September 29, 1999, by and between Venus Exploration,
Inc., and Integrated Petroleum Technologies, Inc.

EXHIBIT "D"

ATTACHED HERETO AND MADE A PART OF THAT CERTAIN
PURCHASE AND SALE AGREEMENT DATED THE 15TH DAY OF JANUARY, 2003
BY AND BETWEEN
SAMSON LONE STAR LIMITED PARTNERSHIP, AS BUYER, AND
VENUS EXPLORATION, INC., AS SELLER

1. Texas Deed of Trust, Mortgage, Assignment, Security Agreement, Fixture
Filing and Financing Statement dated July 6, 2001, from Venus
Exploration, Inc. to Lyndsay P. Job, Trustee for the benefit of
Hibernia National Bank, recorded as Document No. 2001024467, Official
Public Records of Real Property, Jefferson County, Texas. This Deed of
Trust secures the payment of a line of credit note in the principal
amount of $5,000,000.00, dated July 6, 2001, as amended, executed by
Venus Exploration, Inc., and payable to the order of Hibernia National
Bank on or before May 30, 2002. By Assignment dated May 30, 2002,
recorded as Document No. 2002021109, Official Public Records of Real
Property, Jefferson County, Texas, Hibernia National Bank assigned all
of its right, title and interest in the aforesaid note and lien to The
Frost National Bank.

2. Texas Deed of Trust, Mortgage, Assignment, Security Agreement, Fixture
Filing and Financing Statement dated September 27, 2001, from Venus
Exploration, Inc. to Lyndsay P. Job, Trustee for the benefit of
Hibernia National Bank, recorded as Document No. 2001035621, Official
Public Records of Real Property, Jefferson County, Texas. This Deed of
Trust secures the payment of a line of credit note in the principal
amount of $5,000,000.00, dated July 6, 2001, as amended, executed by
Venus Exploration, Inc., and payable to the order of Hibernia National
Bank on or before May 30, 2002. By Assignment dated May 30, 2002,
recorded as Document No. 2002021109, Official Public Records of Real
Property, Jefferson County, Texas, Hibernia National Bank assigned all
of its right, title and interest in the aforesaid note and lien to The
Frost National Bank.

3. Texas Deed of Trust, Mortgage, Assignment, Security Agreement, Fixture
Filing and Financing Statement dated November 1, 2001, from Venus
Exploration, Inc. to Lyndsay P. Job, Trustee for the benefit of
Hibernia National Bank, recorded as Document No. 2001039301, Official
Public Records of Real Property, Jefferson County, Texas. This Deed of
Trust secures the payment of a line of credit note in the principal
amount of $5,000,000.00, dated July 6, 2001, as amended, executed by
Venus Exploration, Inc., and payable to the order of Hibernia National
Bank on or before May 30, 2002. By Assignment dated May 30, 2002,
recorded as Document No. 2002021109, Official Public Records of Real
Property, Jefferson County, Texas, Hibernia National Bank assigned all
of its right, title and interest in the aforesaid note and lien to The
Frost National Bank.

4. Second Lien Deed of Trust dated May 30, 2002, from Venus Exploration,
Inc. to Carl R. Oliver, Trustee for the benefit of L. Lowry Mays, James
W. Gorman, Robert Scott, Robert Buschman, Michael E. Little, E. L.
Ames, Jr. and John Y. Ames, recorded as Document No. 2002024625,
Official Public Records of Real Property, Jefferson County, Texas. This
Deed of Trust secures payment of the obligation to repay each
Beneficiary for any amounts paid to The Frost National Bank as a direct
result of the Bank's exercise of its rights under that certain May 30,
2002 Guaranty Agreement securing Grantor's indebtedness to the Bank in
the amount of $2,000,000.00, as referenced in said Guaranty Agreement.

5. Apache Unit. Lien Affidavit filed on June 7, 2002, as Document No.
2002021204, Official Public Records of Real Property, Jefferson County,
Texas, by Range Production I, L.P., as Claimant, against Venus
Exploration, Inc., as Owner. This affidavit indicates that Claimant is
due $432,555.72 in defaulted production payments, plus any cash call
funds that were diverted from the usage authorized from May, 2001
through January, 2002, in connection with the Kolander No. 1 Well
located on the captioned unit.

6. Apache Unit. Lien Affidavit filed on June 20, 2002, as Document No.
2002021204, Official Public Records of Real Property, Jefferson County,
Texas, by FGSCO, Ltd., as Claimant, against Venus Exploration, Inc., as
Owner. This affidavit indicates that Claimant furnished materials and
services in connection with the captioned unit and $4,167.78 is due and
owing to Claimant.

7. Apache Unit. Lien Affidavit filed on June 27, 2002, as Document No.
2002023789, Official Public Records of Real Property, Jefferson County,
Texas, by Thomas Petroleum, Ltd., as Claimant, against Venus
Exploration, Inc., as Owner. This affidavit indicates that Claimant
furnished materials in connection with the captioned unit and $1,820.87
is due and owing to Claimant.

8. Paggi Unit. Lien affidavit filed on June 27, 2002, as Document No.
2002023789, Official Public Records of Real Property, Jefferson County,
Texas, by Thomas Petroleum, Ltd., as Claimant, against Venus
Exploration, Inc., as Owner. The affidavit indicates that Claimant
furnished materials in connection with the captioned unit and $1,576.12
is due and owing to Claimant.

EXHIBIT "E"

STATE OF TEXAS ss.
ss.
COUNTY OF JEFFERSON ss.

ASSIGNMENT AND BILL OF SALE

KNOW ALL MEN BY THESE PRESENTS:

THAT, Venus Exploration, Inc., whose address is 1250 N.E. Loop 410, San
Antonio Texas 78209, herein called "Assignor," in consideration of Ten Dollars
($10.00) and other good and valuable consideration to it in hand paid, the
receipt and sufficiency of which are hereby acknowledged, does hereby grant,
convey, sell, assign, and transfer unto

Samson Lone Star Limited Partnership whose address is Samson Plaza, Two West
Second Street, Tulsa, Oklahoma 74103, herein called "Assignee," the following
interests:

1. all of Assignor's right, title, and interest in and to the leases
(whether one or more) and lands described on Exhibit "A" attached
hereto and made a part hereof (the "Leases"), said lands being
located in Jefferson County, State of Texas, together with the
rights incident thereto, the personal property thereon,
appurtenant thereto, or used or obtained in connection with said
Leases; AND for the same consideration stated hereinabove,
Assignor does hereby grant, convey, sell, assign, and transfer
unto the said Assignee all of Assignor's right, title, and
interest in and to the wells located upon the above-described
Leases, or on lands pooled or unitized with any portion thereof,
or on lands located within any governmental drilling and spacing
unit which includes any portion thereof, together with all
casing, leasehold equipment, and personal property in or on or
used in connection with said well or wells (hereinafter
collectively referred to as the "Property");

2. identical interests in the production of oil, gas or other
minerals, inclusive of royalties, overriding royalties,
production payments, rights to take royalties in kind, or other
interests in production of oil, gas or other minerals; rights and
actions to enforce such rights which Assignor now has, has ever
had, or may have in the future against any purchaser of
production from Assignor's Property assigned herein, insofar as
said rights may relate to pricing, payment and take-or-pay
provisions of gas purchase contracts executed by said purchaser,
regardless of when such claims may have arisen and insofar as
said rights relate to the Property;

3. identical interests derived from unit agreements, orders and
decisions of state and federal regulatory authorities
establishing units, joint operating agreements, gas balancing
agreements, gas purchase agreements, enhanced recovery and
injection agreements, farmout agreements and farmin agreements,
options, drilling agreements, exploration agreements, assignments
of operating rights, working interests, subleases and rights
above or below certain footage depths or geological formations,
and all rights provided by statute or common law relating to
participation in proceeds of production sold, whether or not
accruing prior to the effective date of this Assignment and Bill
of Sale, to the extent same is attributable to the Property; and

4. identical interests in all rights-of-way, easements, servitudes,
and franchises acquired or used in connection with operations for
the exploration and production of oil, gas or other minerals on
or from the Property, including the rights to permits and
licenses of any nature owned, held or operated in connection with
said operations.

Assignor and Assignee, in consideration of the mutual benefits to be
derived hereunder, understand and agree to the following terms and conditions:

a. Assignee hereby agrees that as to those matters attributable to
the period of time from and after the effective date of this
instrument, as hereinafter set forth, to assume its proportionate
part of any and all terms and provisions of the Leases and any
and all existing royalties, excess royalties, overriding royalty
interests or other burdens out of production with which said
Leases may be burdened. Assignor hereby retains responsibility
for the performance and payment of, as to those matters
attributable to the period of time prior to the effective date,
its proportionate part of any and all terms and provisions of the
Leases and any and all existing royalties, excess royalties,
overriding royalties interests or other burdens out of production
with which said Leases may be burdened.

b. Assignee hereby agrees to assume Assignor's proportionate share
of all responsibility for said well, the casing, leasehold
equipment, plugging requirements or exceptions thereto, including
bonding requirements, in and on said well or wells, and all other
personal property used or obtained in connection therewith, as to
matters attributable to the period of time from and after the
effective date of this Assignment and Bill of Sale, and Assignee
agrees to protect, defend, indemnify and hold Assignor and its
employees free and harmless from and against any and all costs,
expenses, claims, demands and causes of action of every kind and
character attributable to the period of time on or after the
effective date of this Assignment and Bill of Sale arising out
of, incident to, or connection with the above-described Leases,
lands, wells, casing, leasehold equipment and other personal
property.

c. Assignor agrees to protect, defend, indemnify and hold Assignee
and its employees free and harmless from and against any and all
costs, expenses, claims, demands and causes of action of every
kind and character attributable to the period of time prior to
the effective date of this Assignment and Bill of Sale arising
out of, incident to or in connection with the interests assigned
herein in the above-described Leases, lands, wells, casing,
leasehold equipment and other personal property.

d. Notwithstanding anything to the contrary herein, Assignee assumes
all rights or obligations associated with gas imbalances
attributable to the Property, regardless of when such imbalances
occurred or accrued.

Assignor does hereby agree to warrant and defend title to the interest
conveyed herein against the claims and demands of all persons whomsoever
claiming or attempting to claim the same by, through or under Assignor, but not
otherwise. Notwithstanding the limited nature of this warranty, Assignee is
hereby granted the right to full subrogation and substitution of warranties
heretofore made or given, and all such covenants of warranty are hereby
transferred and assigned to Assignee.

TO HAVE AND TO HOLD the same unto the said Assignee forever. The
provisions hereof shall be covenants running with the land and shall inure to
the benefit of and be binding upon Assignor and Assignee, their personal
representatives, successors and assigns.

This Assignment is subject to the terms and conditions of that certain
Purchase and Sale Agreement dated January ____, 2003 by and between Samson Lone
Star Limited Partnership, as Purchaser, and Venus Exploration, Inc., as Seller.

Upon request by Assignee hereafter, Assignor agrees to execute,
acknowledge, and deliver to Assignee any additional instruments, notices,
division orders, transfer orders, authorizations, consents, documents requested
by purchasers of production, agencies of the government or other parties and to
do any other acts and things which in Assignee's opinion may be necessary to
effectuate the purposes of this instrument.

IN WITNESS WHEREOF, the undersigned have executed this instrument on
the date of acknowledgments annexed hereto, but to be effective for all purposes
from and after 7:00 a.m., C.S.T., the 1st day of September, 2002.

ASSIGNOR

VENUS EXPLORATION, INC.

___________________________________________
By:________________________________________
Title:_____________________________________

ASSIGNEE

SAMSON LONE STAR LIMITED PARTNERSHIP

___________________________________________
By: Jack A. Canon
Title: Attorney-in-Fact

STATE OF TEXAS )
)
COUNTY OF JEFFERSON )

This instrument was acknowledged before me on this ________ day of
________________, 2002, by ________________________________ of Venus
Exploration, Inc.

------------------------------------------
Notary Public in and for the State of Texas

STATE OF OKLAHOMA )
)
COUNTY OF TULSA )

This instrument was acknowledged before me on this ________ day of
________________, 2002, by Jack A. Canon, Attorney-in-Fact, of Samson Lone Star
Limited Partnership.

------------------------------------------
Notary Public in and for the State of Oklahoma