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...

▇▇▇▇▇▇ Field PSA


         SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT


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

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

     WHEREAS, ▇▇▇▇▇ 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, ▇▇▇▇▇
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":

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

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

     "▇▇▇▇ ▇▇▇▇▇ and ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇, v ▇▇▇▇▇ Production Inc.;
     Cause No. CL-04-2679-E in the County Court at Law No. 5 of
     ▇▇▇▇▇▇▇ 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 ▇▇▇▇▇ 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 ▇▇▇▇▇
Production Inc. and Fidelity Exploration & Production Company to
be effective as of April 19, 2005.


▇▇▇▇▇ Production Inc.

By: /s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇
▇▇▇▇▇ ▇. ▇▇▇▇▇, President


Fidelity Exploration & Production Company

By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇, President