Flores Field PSA SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT WHEREAS, on April 19, 2005, Smith Production Inc., as Seller, and Fidelity Exploration & Production Company, as Purchaser, entered into a Purchase and Sale Agreement covering Flores...

Xxxxxx Field PSA


         SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT


     WHEREAS, on April 19, 2005, Xxxxx Production Inc., as
Seller, and Fidelity Exploration & Production Company, as
Purchaser, entered into a Purchase and Sale Agreement covering
Xxxxxx Field having an Effective Time of May 1, 2005 at 7:00 a.m.
(the "Agreement");

     WHEREAS, previously, Xxxxx Production Inc. and Fidelity
Exploration & Production Company amended the Agreement as
provided in the First Amendment to Purchase and Sale Agreement;

     WHEREAS, Xxxxx Production Inc. and Fidelity Exploration &
Production Company desire to amend the Agreement again as
provided in this Second Amendment to Purchase and Sale Agreement
(the "Amendment");

     WHEREAS, all defined terms which are not defined in this
Amendment shall have the same meaning as in the Agreement;

     NOW THEREFORE, for valuable consideration received, Xxxxx
Production Inc. and Fidelity Exploration & Production Company
hereby amend the Agreement as follows:

1. In Section 11.3(c)(v) in the Agreement, the following language
is added after the final semi-colon and before the word "OR":

     "Xxxx Xxxxx and Xxxx Xxxxx Xxxxx, v Xxxxx Production Inc.;
     Cause No. CL-04-2679-E in the County Court at Law No. 5 of
     Xxxxxxx County, Texas;"

2. The following language is added to Exhibit 5.7 in the
Agreement:

     "Xxxx Xxxxx and Xxxx Xxxxx Xxxxx, v Xxxxx Production Inc.;
     Cause No. CL-04-2679-E in the County Court at Law No. 5 of
     Xxxxxxx County, Texas."

     As amended herein, the Agreement is hereby adopted, ratified
and confirmed as being in full force and effect pursuant to their
terms.

     This Amendment shall be binding on Xxxxx Production Inc.,
Fidelity Exploration & Production Company and their respective
successors and assigns.

     This Amendment may be executed in one or more counterparts,
each of which shall have the same force and effect as an
original.

     IN WITNESS WHEREOF, this Amendment is executed by Xxxxx
Production Inc. and Fidelity Exploration & Production Company to
be effective as of April 19, 2005.


Xxxxx Production Inc.

By: /s/ XXXXX X. XXXXX
Xxxxx X. Xxxxx, President


Fidelity Exploration & Production Company

By: /s/ XXXXXX XXXXXX
Xxxxxx Xxxxxx, President