ASSIGNMENT OF OPERATING RIGHTS

EXHIBIT 2.2

ASSIGNMENT OF OPERATING RIGHTS

This Assignment entered into by and between GLADSTONE ENERGY, INC., a Delaware corporation, with offices at 0000 Xxx Xxxx, Xxxxx 000, XX 00, Xxxxxx, Xxxxx 00000, hereinafter referred to as "Assignor", and EXCO RESOURCES, INC., a Texas corporation, with offices at 0000 Xxxxxxxx, Xxxxx 000, Xxxxxx, XX 00000, hereinafter referred to as "Assignee".

W I T N E S S E T H:

Assignor, for $10.00 cash and other valuable consideration, the receipt of which is acknowledged, does hereby assign, transfer and convey unto Assignee, its successors and assigns, the following: (i) all of Assignor's undivided 37.5% interest in the operating rights in the Mesaverde Formation in and under the leases and lands specifically described under A below, (ii) all of Assignor's undivided 37.5% interest in the operating rights in the Chacra Formation in and under the leases and lands specifically described in B below, and (iii) all of Assignor's undivided 37.5% interest in and to each of the related properties, rights and interests described in C below:

A. MESAVERDE FORMATION OPERATING RIGHTS
	Well Name:		Federal "J" Nos. 1-A and 1-R
	Lease No.:		SF 078476
	Land:		Township 27 North, Range 8 West NMPM
			Section 11: E/2
			Containing 320 acres, more or less, in San Xxxx County, New Mexico
	Well Name:		Federal "E" Nos. 3 and 3-A
	Lease No.		SF 078476
	Land:		Township 27 North, Range 8 West NMPM
			Section 13: W/2
			Containing 320 acres, more or less, in San Xxxx County, New Mexico
	Well Name:		Federal "E" No. 2A
	Lease No.:		SF 078478
	Land:		Township 27 North, Range 8 West NMPM
			Section 23: E/2
			Containing 320 acres, more or less, in San Xxxx County, New Mexico
	Well Name:		Federal "E" Nos. 1 and 4
	Lease No.:		SF 078480
	Land:		Township 27 North, Range 8 West NMPM
			Section 25: W/2
			Containing 320 acres, more or less, in San Xxxx County, New Mexico
X. XXXXXX FORMATION OPERATING RIGHTS
	Well Name:		Federal "J" Nos. 1-A and 1-R
	Lease No.:		SF 078476
	Land:		Township 27 North, Range 8 West
			Section 11: E/2
			Containing 320 acres, more or less, in San Xxxx County, New Mexico
	Well Name:		Federal "E" Nos. 3 and 3A
	Lease No.:		SF 078476
	Land:		Township 27 North, Range 8 West NMPM
			Section 13: W/2
			Containing 320 acres, more or less in San Xxxx County, New Mexico
	Well Name:		Federal "E" No. 2-A
	Lease No.:		SF 078478
	Land:		Township 27 North, Range 8 West NMPM
			Section 23: E/2
			Containing 320 acres, more or less, in San Xxxx County, New Mexico
	Well Name:		Federal "E" Nos. 1 and 4
	Lease No.:		SF 0768480
	Land:		Township 27 North, Range 8 West NMPM
			Section 25: W/2
			Containing 320 acres, more or less, in San Xxxx County, New Mexico
C. RELATED PROPERTIES, RIGHTS AND INTERESTS
	(1)	All xxxxx (whether producing, non-producing, shut-in, abandoned or temporarily abandoned and whether oil xxxxx, gas xxxxx, saltwater disposal xxxxx, injection xxxxx or water xxxxx) located on the leases and lands described in A and B above, together with all of the personal property and equipment used or obtained in connection with such xxxxx, including, but not limited to, all casing, pipe, tubing, rods, separators, well-head and in-hole equipment, tanks, motors, fixtures and other such personal property and equipment;
	(2)	All permits, licenses, orders, pooling or unitization orders and agreements, communitization agreements, operating agreements, exploration agreements, farmin or farmout agreements, letter agreements, processing, transportation or lease agreements, and other contracts and agreements which, and only insofar as the same cover, relate or pertain to the leases, lands, and xxxxx described in A, B and C. (1) above; and
	(3)	All rights-of-way, easements, servitudes, surface leases, treating facilities, pipelines and gathering systems which cover, relate or pertain to the leases and the xxxxx described in A, B and C. (1) above, or which may be necessary or convenient to be used in connection therewith;

all of the foregoing, together with all appurtenances and additions thereto, and reversionary and carried interests therein, being herein collectively called the "Subject Properties".

TO HAVE AND TO HOLD the Subject Properties to Assignee, its successors and assigns, subject, however, to the following:

This Assignment of Operating Rights shall cover and relate to said leases and any modifications or extensions thereof insofar as said extensions or modifications pertain to the formations and lands specifically described above.

The interests herein assigned and conveyed are subject to their proportionate 37.5% share of the royalties provided for in the leases described above and the outstanding overriding royalties under said leases which, when taken together, equal 25% of 8/8 of the oil and gas produced, saved and marketed from the operating rights described above.

Assignor and Assignee agree to comply with all the provisions of Section 202 (1) to (7), inclusive, of Executive Order 11246 (30 F.R. 12319) which are hereby incorporated by reference.

The interests herein assigned are subject to all the terms and covenants, conditions and provisions of: (i) the Assignment of Operating Rights and Working Interest dated June 16, 1972, from Atlantic Richfield Company to X. X. Xxxx covering the operating rights in the leases and lands described above; and (ii) that certain Operating Agreement dated August 12, 1980, executed by and among AAA Operating Company, Inc., as Operator, and Gladstone Resources, Inc., et al, as Non-Operator, covering the above described leases, lands and operating rights.

The interests herein assigned are subject to all the terms and covenants, conditions and provisions of that certain Purchase and Sale Agreement dated effective August 1, 2000 by and between Gladstone Energy, Inc., as Seller, and EXCO Resources, Inc., as Buyer, hereinafter called the "PSA".

NOTWITHSTANDING any provision in this instrument or the PSA to the contrary, any warranties of title of Assignor made herein shall be only as against persons claiming by, through or under Assignor, and not otherwise.

IN WITNESS WHEREOF, this Assignment of Operating Rights is executed on the dates of the acknowledgements hereto, effective however, on the 1^st day of August, 2000 at 7:00 a.m. San Xxxx County, New Mexico time.

ASSIGNOR

ATTEST:                                                        GLADSTONE ENERGY, INC.

    /s/ Xxxxxx Xxxxx                                             By: /s/ Xxxxxxxxx X. Xxxx                    
Secretary                                                                 Xxxxxxxxx X. Xxxx, President

ASSIGNEE

ATTEST:                                                         EXCO RESOURCES, INC.

     /s/ Xxxxxxx X. Xxxxxx                                   By:           /s/ Xxx X. Xxxxxx                   
Xxxxxxx X. Xxxxxx, Secretary                                  Xxx X. Xxxxxx, President

ACKNOWLEDGEMENTS

STATE OF TEXAS

COUNTY OF DALLAS

The foregoing instrument was acknowledged before me this    10^th    day of October, 2000, by Xxxxxxxxx X. Xxxx, as President of Gladstone Energy, Inc. on behalf of said corporation.

(SEAL)                                                  /s/ Notary                                                
                                                                     Notary Public

STATE OF TEXAS

COUNTY OF DALLAS

The foregoing instrument was acknowledged before me this    10^th     day of October, 2000, by Xxx X. Xxxxxx, as President of EXCO Energy, Inc. on behalf of said corporation.

(SEAL)                                                  /s/ Notary                                                
                                                                     Notary Public