TABLE OF CONTENTS ----------------- (continued) PAGE ---- 1.32. Effective Time................................................... 4 1.33. Environmental Assessment Agreement............................... 4 1.34. Environmental...

EXHIBIT 2.2

================================================================================
AMENDED AND RESTATED

PURCHASE AND SALE AGREEMENT

BY AND BETWEEN

AERA ENERGY LLC

AND

PACIFIC ENERGY RESOURCES LTD.

DATED AS OF NOVEMBER 1, 2006

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TABLE OF CONTENTS
PAGE
ARTICLE 1. DEFINITIONS...................................................... 1
1.01. Abandonment Obligations ......................................... 1
1.02. Additional Unit Area............................................. 1
1.03. Aera Bond........................................................ 2
1.04. Aera Services ................................................... 2
1.05. Affected Employees............................................... 2
1.06. Affiliates....................................................... 2
1.07. Agreement........................................................ 2
1.08. Applicable Laws.................................................. 2
1.09. Assignment and Xxxx of Sale...................................... 2
1.10. Associated Parties............................................... 2
1.11. Assumed Share.................................................... 2
1.12. Beta Interest or Beta Interests.................................. 2
1.13. Beta Interests Purchase Price ................................... 3
1.14. Beta Onshore Pump Station ....................................... 3
1.15. Beta Tangible Assets............................................. 3
1.16. Beta Unit XXXXX.................................................. 3
1.17. Beta............................................................. 3
1.18. Business......................................................... 3
1.19. Cash Management Agreement........................................ 3
1.20. Casualty Loss.................................................... 3
1.21. Claim or Claims.................................................. 3
1.22. Closing.......................................................... 4
1.23. Closing Date..................................................... 4
1.24. Condition........................................................ 4
1.25. Confidentiality Agreement........................................ 4
1.26. Consents ........................................................ 4
1.27. Contracts ....................................................... 4
1.28. CSLC............................................................. 4
1.29. CSLC Approval.................................................... 4
1.30. Disputed Claim................................................... 4
1.31. DOT.............................................................. 4

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1.32. Effective Time................................................... 4
1.33. Environmental Assessment Agreement............................... 4
1.34. Environmental Laws............................................... 4
1.35. Escrow Agreement................................................. 5
1.36. Escrow Agent..................................................... 5
1.37. Escrow Opening................................................... 5
1.38. Escrow Opening Date.............................................. 5
1.39. Excluded Items................................................... 5
1.40. Execution Date................................................... 6
1.41. Exercising PRP Holder............................................ 6
1.42. FERC............................................................. 6
1.43. Final Settlement Statement....................................... 6
1.44. GAAP............................................................. 7
1.45. Gas.............................................................. 7
1.46. Governmental Bond................................................ 7
1.47. Governmental Entity ............................................. 7
1.48. Hazards Act...................................................... 7
1.49. Hiring Period.................................................... 7
1.50. Inventory Closing Amount......................................... 7
1.51. X. Xxxx.......................................................... 7
1.52. LACT Unit........................................................ 7
1.53. Liability or Liabilities......................................... 7
1.54. Material Amount.................................................. 7
1.55. MMS.............................................................. 7
1.56. MMS Approval..................................................... 7
1.57. MMS Escrow Agreement............................................. 8
1.58. Natural Hazard Expert............................................ 8
1.59. Noble............................................................ 8
1.60. NORM............................................................. 8
1.61. Occurrence....................................................... 8
1.62. Oil.............................................................. 8

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1.63. Oil and Gas Rights............................................... 8
1.64. OCS Leases....................................................... 8
1.65. Organizational Documents......................................... 8
1.66. Operator ........................................................ 8
1.67. Other WI Owners.................................................. 8
1.68. Payout........................................................... 8
1.69. Person........................................................... 9
1.70. Pipeline Operating Agreement..................................... 9
1.71. Pipeline Sub-Operating Agreement................................. 9
1.72. Platform Xxxxx................................................... 9
1.73. Platform Xxxxx .................................................. 9
1.74. Platform Elly.................................................... 9
1.75. Platform Eureka.................................................. 9
1.76. Pre-Acquisition Environmental Assessment......................... 9
1.77. Property or Properties........................................... 9
1.78. Prospective Employees............................................ 9
1.79. PRP Holder....................................................... 9
1.80. Purchase Price................................................... 9
1.81. Real Property Taxes.............................................. 9
1.82. Related Agreements............................................... 9
1.83. Remaining Employees.............................................. 9
1.84. Required Bonds................................................... 9
1.85. Reserved Production Payment...................................... 10
1.86. San Xxxxx Bay Pipeline........................................... 10
1.87. Second Unit Operating Agreement.................................. 10
1.88. Securities Act................................................... 10
1.89. Security Amount.................................................. 10
1.90. Silver Point .................................................... 10
1.91. Sinking Fund Trust Agreement..................................... 10
1.92. Site Visit Indemnity Agreement................................... 10
1.93. SPBP Interests................................................... 10

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1.94. SPBP Tangible Assets............................................ 11
1.95. SPBP Turnover Date.............................................. 11
1.96. SPBPC........................................................... 11
1.97. Standard & Poors ............................................... 11
1.98. State Pipeline ROW.............................................. 11
1.99. Stock........................................................... 11
1.100. Stock Purchase Price ........................................... 11
1.101. Strict Liability................................................ 11
1.102. SWEPI........................................................... 11
1.103. Title Defect ................................................... 11
1.104. Transaction Documents........................................... 11
1.105. Turnover Date................................................... 11
1.106. Unit Agreement.................................................. 11
1.107. Unit Operating Agreement........................................ 12
1.108. Unit Operator................................................... 12
1.109. WARN Act ....................................................... 12
1.110. Well or Xxxxx................................................... 12
1.111. Working Interest Owners......................................... 12
ARTICLE 2. PURCHASE AND SALE................................................ 12
2.01. Interests and Stock............................................. 12
2.02. Assumption...................................................... 12
ARTICLE 3. PURCHASE PRICE................................................... 12
3.01. Purchase Price ................................................. 12
3.02. No Adjustments to Purchase Price................................ 13
ARTICLE 4. BUYER'S REVIEW................................................... 13
4.01. Buyer's Review before the Execution Date........................ 13
4.02. Access to Assets and Properties................................. 14
4.03. Environmental Assessment........................................ 14
4.04. Beta Tangible Assets; Casualty Loss ................ ........... 14
4.05. SPBP Tangible Assets; Casualty Loss............................. 15
4.06. No Representation or Warranty of Accuracy; Disclaimer........... 15

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4.07. Acknowledgments of Buyer at Escrow Opening and the Closing ...... 16
4.08. Independent Evaluation........................................... 19
4.09. Buyer's Confidentiality Obligations; Press Releases.............. 20
4.10. Baseline Study................................................... 21
4.11. Natural Hazard Area Disclosures.................................. 21
ARTICLE 5. TITLE AND TITLE DEFECTS.......................................... 21
5.01. Title Defect..................................................... 21
5.02. Consequences of Title Defect..................................... 22
5.03. Description and Other Errors..................................... 23
5.04. Additional Unit Area and Second Unit Operating Agreement ........ 23
ARTICLE 6. CERTAIN COVENANTS BETWEEN EXECUTION DATE AND
CLOSING.......................................................... 23
6.01. Preferential Rights.............................................. 23
6.02. Related Agreements; Termination of Specified SPBP Contracts...... 24
6.03. Third-Party Notifications and Approvals.......................... 25
6.04. Tariffs Filed with FERC.......................................... 26
6.05. Dividend of Cash from SPBPC...................................... 26
6.06. Termination of Aera.............................................. 26
ARTICLE 7. ESCROW OPENING................................................... 26
7.01. Escrow Opening................................................... 26
7.02. Escrow Opening Obligations; Deliveries........................... 27
7.03. Aera's Conditions................................................ 30
7.04. Buyer's Conditions............................................... 32
ARTICLE 8. CERTAIN COVENANTS AFTER ESCROW OPENING........................... 32
8.01. MMS Approval; Unwind............................................. 32
8.02. Further Assurances............................................... 33
8.03. Post-Escrow Opening Third-Party Consents......................... 33
8.04. Election to Not Close; Reassignment.............................. 33
8.05. Operations After Escrow Opening and Before Closing............... 34
ARTICLE 9. CLOSING.......................................................... 34
9.01. Closing Date..................................................... 34

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9.02. Closing Obligations; Deliveries.................................. 34
9.03. Aera's Conditions................................................ 35
9.04. Buyer's Conditions............................................... 37
ARTICLE 10. TERMINATION..................................................... 38
10.01. Events of Termination........................................... 38
10.02. Effect of Termination........................................... 38
ARTICLE 11. CERTAIN OBLIGATIONS AFTER CLOSING............................... 38
11.01. Filing and Recording............................................ 38
11.02. Copies.......................................................... 39
11.03. Further Assurances ............................................. 39
11.04. Post-Closing Third-Party Consents............................... 40
11.05. Reassignment of Title to Stock.................................. 40
11.06. CSLC Approval and Pipeline Sub-Operating Agreement.............. 41
11.07. Buyer's Compliance.............................................. 42
11.08. Allocation of Proceeds, Costs and Expenses...................... 42
11.09. Plugging and Abandoning Xxxxx and Platforms; Remediation;
Security for Buyer's Obligations................................ 44
11.11. Preparation of Final Settlement Statements ..................... 49
11.12. Buyer's Response to Final Settlement Statements ................ 50
ARTICLE 12. TAXES, COSTS, AND FEES.......................................... 50
12.01. Real Property Taxes............................................. 50
12.02. Production Taxes................................................ 51
12.03. Other Taxes..................................................... 51
ARTICLE 13. OIL IN STORAGE, PROCEEDS, COSTS, EXPENSES,
CLAIMS, AND DISBURSEMENTS....................................... 51
13.01. Oil in Storage.................................................. 51
13.02. Notice to Remitters of Proceeds................................. 52
13.03. Reservation of Claims........................................... 52
13.04. Reservation of Reserved Production Payment; Computation of
Stock Purchase Price ........................................... 52
ARTICLE 14. POST-CLOSING OPERATIONS BY AERA................................. 53

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14.01. Operation by Aera............................................... 53
14.02. Beta Charges to be Paid by Buyer................................ 54
14.03. SPBPC Charges to be Paid by Buyer............................... 55
14.04. Risk of Loss.................................................... 55
14.05. Selection of Operator........................................... 56
14.06. Change of Operator.............................................. 56
14.07. Change of Operator Documentation................................ 57
14.08. Reassignment of Title to Stock.................................. 57
14.09. Removal of Signs................................................ 57
ARTICLE 15. EMPLOYEES AND PERSONNEL......................................... 58
15.01. Offers of Employment ........................................... 58
15.02. WARN Act Indemnification ....................................... 59
15.03. General Employee Provisions .................................... 59
ARTICLE 16. PREFERENTIAL RIGHT TO PURCHASE OIL.............................. 60
ARTICLE 17. PREFERENTIAL RIGHT TO PURCHASE GAS.............................. 60
ARTICLE 18. BUYER'S RELEASE, DISCHARGE, AND COVENANT NOT TO
XXX; BUYER'S OBLIGATIONS TO INDEMNIFY, DEFEND,
AND HOLD HARMLESS; DISPUTE RESOLUTION .......................... 60
18.01. Buyer's Release and Discharge of Aera and its Associated
Parties......................................................... 60
18.02. Buyer's Covenant Not to Xxx Aera or its Associated Parties...... 60
18.03. Buyer's Obligations to Indemnify, Defend, and Hold Aera and its
Associated Parties Harmless..................................... 60
18.04. Buyer's Obligations............................................. 61
18.05. Buyer's Duty to Defend ......................................... 63
18.06. Alternate Dispute Resolution and Arbitration.................... 64
18.07. Buyer's Waiver of Consumer Rights under any California
Consumer Protection Laws........................................ 64
18.08. Retroactive Effect ............................................. 64
18.09. Inducement to Aera.............................................. 65
ARTICLE 19. ENVIRONMENTAL MATTERS........................................... 65
19.01. Buyer's Acknowledgment Concerning Possible Contamination of
the Beta Tangible Assets, the SPBP Tangible Assets and the
Property........................................................ 65

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19.02. Adverse Environmental Conditions................................ 65
19.03. Remediation..................................................... 66
19.04. Disposal of Materials, Substances, and Wastes; Compliance with
Law............................................................. 68
ARTICLE 20. GAS MATTERS..................................................... 69
ARTICLE 21. REPRESENTATIONS AND WARRANTIES.................................. 69
21.01. Representations by Aera......................................... 69
21.02. Representations by Buyer........................................ 70
ARTICLE 22. COMMUNICATIONS.................................................. 73
ARTICLE 23. MISCELLANEOUS................................................... 74
23.01. Entire Agreement ............................................... 74
23.02. Successors and Assigns; Amendment; Survival..................... 74
23.03. Exclusive Remedy ............................................... 75
23.04. Choice of Law................................................... 75
23.05. Assignment...................................................... 75
23.06. No Admissions................................................... 75
23.07. No Third-Party Beneficiaries.................................... 75
23.08. Public Communications .......................................... 75
23.09. Headings and Titles............................................. 75
23.10. Bulk Transfer Law............................................... 75
23.11. Severability.................................................... 75
23.12. Counterparts.................................................... 76
23.13. Not to Be Construed against the Drafter......................... 76
23.14. No Waiver....................................................... 76
23.15. Expenses........................................................ 76
23.16. Time of Essence................................................. 76
23.17. H-S-R........................................................... 76
23.18. No Partnership.................................................. 76
23.19. Foreign Trade Law Compliance.................................... 76
23.20. Rules of Construction .......................................... 77

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Exhibits and Schedules

Exhibit A - Description of the Beta Interests
Exhibit B - Certain Contracts Comprising the Beta Interests
Exhibit C - Form of Assignment and Xxxx Of Sale
Exhibit D - Alternate Dispute Resolution and Arbitration Provisions
Exhibit E - Form of Environmental Assessment and Testing
Confidentiality, Release and Indemnification Agreement
Exhibit F - Form of Aera Bond
Exhibit G - Beta Onshore Pump Station Map
Exhibit H - Section 25359.7(a) of the California Health and Safety Code
Exhibit I - Disclosed Matters as to the Property and Disclosure
Regarding Earthquake Fault Zone
Exhibit J - Non-Foreign Affidavit
Exhibit K - Form of California Form 000-X
Xxxxxxx X - Xxxx xx Xxxx Visit Indemnity Agreement
Exhibit M - California Sales Tax Exemption
Exhibit N - Specified Contracts Comprising the San Xxxxx Bay Pipeline
Exhibit O - Form of PSA Escrow Agreement
Exhibit P - Form of MMS Escrow Agreement
Exhibit Q - Form of Pipeline Sub-Operating Agreement
Exhibit R - Form of Sinking Fund Trust Agreement

Schedule 1 - Certain Excluded Items
Schedule 2 - Preferential Rights

AMENDED AND RESTATED
PURCHASE AND SALE AGREEMENT

This Amended and Restated Purchase and Sale Agreement (this
"AGREEMENT"), dated as of November 1, 2006 (the "EXECUTION DATE"), is by and
between AERA ENERGY LLC, a California limited liability company with an address
of P. O. Xxx 00000, Xxxxxxxxxxx, Xxxxxxxxxx 00000-0000 ("AERA"), and PACIFIC
ENERGY RESOURCES LTD., a Delaware corporation with an address of 0000 Xxxx Xxxx
X Xxxxxx, Xxxx Xxxxx, Xxxxxxxxxx 00000 ("BUYER"). Aera and Buyer are sometimes
herein called a "PARTY" and collectively called the "PARTIES."

RECITALS

A. Buyer desires to purchase the Beta Interests (as defined below) and
the Stock (as defined below) from Aera, and Aera desires to sell the Beta
Interests and the Stock to Buyer, subject to the terms and conditions of this
Agreement.

B. It is the Parties' intent that, from and after the Closing (as
defined below), but effective from and after the Effective Time (as defined
below), Buyer shall have responsibility and liability for all matters relating
to the SPBP Interests, the Beta Interests and the Stock, including the Related
Agreements (as defined below), whether related to events occurring before or
after the Closing, except to the limited extent expressly provided in this
Agreement.

C. Aera and Buyer are parties to that certain Purchase and Sale
Agreement dated as of June 29, 2006 (the "ORIGINAL PSA") pertaining to the
proposed sale of the Beta Interests and the Stock.

D. Aera and Buyer desire to amend and restate the Original PSA.

AGREEMENT

In consideration of their mutual promises under this Agreement, the
benefits to be derived by each Party, and other good and valuable consideration,
the Parties agree as follows:

ARTICLE 1. DEFINITIONS
The following terms, when used in this Agreement, have the following
definitions:

1.01. ABANDONMENT OBLIGATIONS. Defined in SECTION 11.09(A).

1.02. ADDITIONAL UNIT AREA. The area covered by federal oil and gas
lease bearing serial No. OCS P-0296, on which area is located Platform Xxxxx.
Pursuant to certain agreements, the Additional Unit Area is included within the
Beta Unit, but is not governed by the Unit Operating Agreement (defined below).
Unless expressly provided

in a particular provision, this Agreement does not cover or pertain to assets or
operations in the Additional Unit Area.

1.03. AERA BOND. Defined in SECTION 11.09(b).

1.04. AERA SERVICES. Defined in SECTION 15.01(a).

1.05. AFFECTED EMPLOYEES. Defined in SECTION 15.01(a).

1.06. AFFILIATES. A Party's "Parent Companies" and "Affiliated
Companies." "Parent Companies," "Affiliated Companies," and "Controlling
Interest" shall have the following meanings:

(a) A Party's "PARENT COMPANIES" shall mean any and all entities
having a "Controlling Interest" in such Party;

(b) A Party's "AFFILIATED COMPANIES" shall mean any and all
entities in which the Party or the Parent Companies of such
Party have a direct or indirect "Controlling Interest"; and

(c) "CONTROLLING INTEREST" shall mean: (1) a legal or beneficial
ownership of forty percent (40%) or more of the voting stock or
other voting rights in an entity; or (2) a member company of a
limited liability company.

1.07. AGREEMENT. Defined in the preamble, as more particularly described
in SECTION 23.20(c).

1.08. APPLICABLE LAWS. Any and all federal, state, Indian, county,
municipal or other federal, state or local laws, ordinances, regulations, rules,
permits, or other regulatory requirements and any administrative, executive or
judicial or court orders or judgments, as well as the common law, in each case
which are applicable to either of the Parties, the Beta Interests, the SPBP
Interests or the Stock.

1.09. ASSIGNMENT AND XXXX OF SALE. An instrument substantially in the
form of EXHIBIT C.

1.10. ASSOCIATED PARTIES. As to each Party, its successors, assigns,
members, directors, officers, employees, agents, contractors, subcontractors and
Affiliates.

1.11. ASSUMED SHARE. Defined in SECTION 11.09(B).

1.12. BETA INTEREST or BETA INTERESTS. All of Aera's right, title and
interest in the Beta Unit, including all of Aera's right, title and interest in
and to the following:

(a) the OCS Leases and the land described on EXHIBIT A;

(b) the Beta Tangible Assets, including those described on EXHIBIT
A; and

(c) the division orders; unit agreements; operating agreements; and
any other Contracts relating to, arising out of, in connection
with, or attributable to production from the Beta Unit, the OCS
Leases and the Beta Tangible Assets, including but not limited
to those Contracts set forth on EXHIBIT B.

The Beta Interests shall explicitly exclude the Excluded Items, which
are not being transferred hereunder.

1.13. BETA INTERESTS PURCHASE PRICE. The amount set forth in SECTION
3.01(A).

1.14. BETA ONSHORE PUMP STATION. The pumping station and related
facilities located in Long Beach, California, where the San Xxxxx Bay Pipeline
connects to other onshore pipelines, as depicted on EXHIBIT G.

1.15. BETA TANGIBLE ASSETS. Platform Eureka, Platform Elly, Platform
Xxxxx and all Xxxxx, facilities, machinery, fixtures, pipelines, flowlines,
lease term lines, transmission lines and other miscellaneous equipment located
on and used solely in connection with the use or operation of the OCS Leases and
with any of such platforms.

1.16. BETA UNIT XXXXX. The Accounting Procedure -- Joint Operations
attached as Exhibit C to the Unit Operating Agreement, governing certain
accounting matters relating to operations under the Unit Operating Agreement.

1.17. BETA UNIT. The oil and gas production unit created by the Unit
Agreement; PROVIDED, HOWEVER, the term "Beta Unit" shall exclude the Oil and Gas
Rights associated with Platform Xxxxx and the Additional Unit Area.

1.18. BUSINESS DAY. Any day that the headquarters offices of Aera, in
Bakersfield, California, are scheduled to be and are open for business.

1.19. CASH MANAGEMENT AGREEMENT. That certain Cash Management Agreement
dated as of June 1, 1997, by and between SPBPC and Aera Energy LLC, as amended.

1.20. CASUALTY LOSS. Any loss, damage or reduction in value of the Beta
Tangible Assets or the SPBP Tangible Assets, as the case may be, that occurs
during the period between the Execution Date and the Closing as a result of acts
of God, fire, explosion, terrorism, earthquake, windstorm, storm or flood, but
excluding any loss, damage or reduction in value as a result of depreciation,
ordinary wear and tear and any change in condition of the Beta Tangible Assets
or the SPBP Tangible Assets, as the case may be, for production of Oil and Gas
through normal depletion (including the watering out of any well or sand
infiltration of any well).

1.21. CLAIM OR CLAIMS. Collectively, any and all written or oral
claims, demands, suits, causes of action, losses, damages, liabilities, fines,
penalties and costs (including attorneys' fees and costs of litigation) asserted
or, as applicable, filed by any Person; a

Person holding rights under any Related Agreement; an Associated Party of Buyer
or Aera; or any third Person.

1.22. CLOSING. Defined in SECTION 9.01.

1.23. CLOSING DATE. The date on which the Closing occurs.

1.24. CONDITION. Defined in SECTION 19.02(a).

1.25. CONFIDENTIALITY AGREEMENT. That certain Confidentiality Agreement
between Buyer and Aera, dated as of November 2, 2004, as amended pursuant to
that certain Amended and Restated Confidentiality Agreement dated as June 29,
2006.

1.26. CONSENTS. Any approval, consent, ratification, waiver or other
authorization from any Person (including any of the foregoing issued, granted,
granted, given or otherwise made available by or under the authority of any
Governmental Entity or pursuant to any Applicable Laws).

1.27. CONTRACTS. Contracts, agreements, understandings, indentures,
guarantees, notes, bonds, leases, subleases, deeds of trust, conditional sales
contracts, mortgages, franchises or licenses.

1.28. CSLC. The California State Lands Commission and any successor
Governmental Entity.

1.29. CSLC APPROVAL. The approval of the CSLC to (1) the assignment, in
the CSLC's records, of the State Pipeline ROW to SPBPC; (2) the amendment of the
State Pipeline ROW and (3) the approval of the sale of the Stock to Buyer, in
each case to the extent requested and lawfully required by the CSLC.

1.30. DISPUTED CLAIM. Defined in SECTION 18.06(b).

1.31. DOT. The U.S. Department of Transportation and any successor
Governmental Entity.

1.32. EFFECTIVE TIME. 7:00 a.m. Pacific Time, on November 1, 2006.

1.33. ENVIRONMENTAL ASSESSMENT AGREEMENT. An Environmental Assessment
and Testing, Confidentiality, Release and Indemnification Agreement,
substantially in the form of EXHIBIT F.

1.34. ENVIRONMENTAL LAWS. Any and all Applicable Laws, including those
previously enacted and currently in effect or enacted after the Execution Date,
relating to protection of public health, welfare and the environment, including
those Applicable Laws relating to storage, handling and use of chemicals and
other hazardous materials; those relating to the generation, processing,
treatment, storage, transport, disposal, cleanup, remediation or other
management of waste materials or hazardous

substances of any kind; and those relating to the protection of environmentally
sensitive or protected areas. "Environmental Laws" expressly includes the
Comprehensive Environmental Response, Compensation and Liability Act of 1980,
the Resource Conservation and Recovery Act of 1976, the Clean Water Act, the
Safe Drinking Water Act, the Hazardous Materials Transportation Act, the Toxic
Substance Control Act and the Clean Air Act, as each is amended from time to
time.

1.35. ESCROW AGREEMENT. That certain PSA Escrow Agreement by and among
the Escrow Agent, Buyer, Aera, SWEPI, X. Xxxx and Silver Point substantially in
the form of EXHIBIT 0 hereto.

1.36. ESCROW AGENT. U.S. Bank National Association, as Escrow Agent
under the Escrow Agreement, and any successor escrow agent thereunder.

1.37. ESCROW OPENING. Defined in SECTION 7.01.

1.38. ESCROW OPENING DATE. The date that the Escrow Opening occurs.

1.39. EXCLUDED ITEMS. The (i) reservations, exceptions and exclusions,
if any, listed on EXHIBITS A and B hereto, (ii) the items listed in SCHEDULE 1
hereto, and (iii) the following:

(a) pipelines, fixtures, equipment, interests in land or any other
property owned by third Persons such as lessors, contractors,
purchasers or transporters of Oil or Gas, including any of
Aera's Affiliates (other than SPBPC);

(b) Aera's geological or geophysical data containing information
not related to the Beta Unit and the San Xxxxx Bay Pipeline;

(c) (i) cash located on or at the Properties, (ii) deposits with
Government Entities, contractors and vendors, and (iii) other
cash equivalents, in either case to the extent that such cash
was generated from transactions occurring prior to the
Effective Time or such deposit was made prior to the Effective
Time;

(d) computer equipment (including Rosemont transmitters),
telecommunications equipment, vehicles, boats, tools, pulling
machines and other equipment and material temporarily located
on any Property or expressly excluded from the sale; PROVIDED,
HOWEVER, that Excluded Items shall not include computer or
telecommunication equipment required for safety or production
equipment, except as otherwise provided;

(e) items used, consumed or disposed of in the ordinary course of
business prior to the Closing;

(f) surety bonds, plugging bonds, abandonment bonds, and other
bonds posted at the request of Aera or SPBPC, and security
deposits and other security furnished by Aera or SPBPC or its
or their predecessors in interest;

(g) rights under insurance policies held by Aera or any of its
Affiliates (other than SPBPC) covering any of the Properties
or Aera's interests in SPBPC;

(h) items excluded in information or correspondence provided to
Buyer before the Execution Date;

(i) Platform Xxxxx, and the Oil and Gas Rights associated with
Platform Xxxxx (including Federal lease bearing serial No.
OCSP-0296) and the Additional Unit Area;

(j) personal property, fixtures, equipment, pipelines, facilities
and buildings located on the Property but currently in use in
connection with the ownership or operation of other property
not included in the Beta Interests or the SPBP Interests;

(k) records that are subject to attorney-client privilege, work
product immunity or other privileges against disclosure
enjoyed by Aera or any of its Associated Parties;

(l) all Oil sales agreements between Aera and any other Person;

(m) all rights of Aera to emission reduction credits used in
connection with the operation of the Beta Tangible Assets or
the SPBP Tangible Assets;

(n) interest or interests as herein defined owned by any Person
other than Aera;

(o) all of Aera's Contracts with suppliers or vendors of services
and/or materials related to any of the Beta Unit, Beta
Interests, the SPBP Interests or the SPBPC, including but not
limited to those Contracts set forth on Schedule 1; and

(p) all Contracts between Aera and SPBPC.

1.40. EXECUTION DATE. Defined in the preamble.

1.41. EXERCISING PRP HOLDER. Defined in SECTION 6.01(b).

1.42. FERC. Federal Energy Regulatory Commission, and any successor
Governmental Entity.

1.43. FINAL SETTLEMENT STATEMENT. Defined in SECTION 11.11.

1.44. GAAP. Generally accepted accounting principles in the United
States of America, as in effect from time to time.

1.45. Gas. Natural gas, including casinghead gas and gas-well gas and
other hydrocarbon gases.

1.46. GOVERNMENTAL BOND. Defined in SECTION 11.09(c).

1.47. GOVERNMENTAL ENTITY. Any federal, state, Indian, county,
municipal or other federal, state or local Governmental Entity or judicial or
regulatory agency, board, body, department, bureau, commission, instrumentality,
court, tribunal or quasi-Governmental Entity in any jurisdiction (domestic or
foreign) having jurisdiction over either Party or any affected asset, or over
any of the transactions contemplated by this Agreement.

1.48. HAZARDS ACT. Defined in SECTION 4.11.

1.49. HIRING PERIOD. Defined in SECTION 15.01(a).

1.50. INVENTORY CLOSING AMOUNT. Defined in SECTION 13.01(b).

1.51. X. XXXX. X. Xxxx & Company.

1.52. LACT UNIT. The lease automated custody transfer unit at the Beta
Onshore Pump Station.

1.53. LIABILITY OR LIABILITIES. Collectively, all damages (including
consequential and punitive damages), including damages for personal injury,
death or damage to personal or real property (both surface and subsurface) and
costs for remediation, restoration or clean up of contamination, whether the
injury, death or damage occurred or occurs on or off any of the Property by
migration, disposal or otherwise; losses; fines; penalties, expenses; costs to
remove or modify facilities on or under any of the Properties; costs to
recondition or repair the Beta Tangible Assets or the SPBP Tangible Assets; all
Abandonment Liabilities, including plugging liabilities for all Xxxxx, platforms
(including Platform Eureka, Platform Elly and Platform Xxxxx), pipelines
(including the SPBP Tangible Assets) and other facilities; attorneys' fees;
court and other costs incurred in defending a Claim; liens; and judgments; in
each instance, whether these damages and other costs are foreseeable or
unforeseeable.

1.54. MATERIAL AMOUNT. An amount, as of the date of estimation or
determination, equal to $200,000.00 or more.

1.55. MMS. The Minerals Management Service, Pacific OCS Region, of the
U.S. Department of the Interior, and any successor Governmental Entity.

1.56. MMS APPROVAL. Both of the following: (a) final, unconditional
approval by the MMS of the assignment of Aera's record title interests in the
OCS Leases to Buyer, and (b) final, unconditional approval by the MMS of Buyer
(or another Person) as

Aera's successor as Unit Operator; PROVIDED, that Aera may, in its sole
discretion, deem the MMS Approval to have been received if all conditions to the
MMS Approval have been fully satisfied other than the delivery to the MMS of the
Governmental Bond and the other Required Bonds required by Applicable Law to be
delivered to the MMS.

1.57. MMS ESCROW AGREEMENT. That certain Trust Agreement - Supplemental
Bond for Decommissioning Liabilities dated as of ____________, 200_, by and
among U.S. Bank National Association, as trustee, Buyer and the MMS pertaining
to the receipt by the MMS of the Governmental Bond and the arrangements for the
maintenance thereof by the MMS, substantially in the form of EXHIBIT P.

1.58. NATURAL HAZARD EXPERT. Defined in SECTION 4.11.

1.59. NOBLE. Noble Energy, Inc., in its capacity as one of the Working
Interest Owners in the Beta Unit pursuant to the Unit Operating Agreement, and
as an owner of an undivided beneficial interest in the San Xxxxx Bay Pipeline
and some or all of the other SPBP Tangible Assets, together with its successors
and assigns.

1.60. NORM. Naturally occurring radioactive material.

1.61. OCCURRENCE. Defined in SECTION 19.03(g).

1.62. Oil. Crude oil, distillate, drip gasoline, condensate and other
liquid hydrocarbons.

1.63. OIL AND GAS RIGHTS. Defined in the Unit Operating Agreement.

1.64. OCS LEASES. Federal oil and gas leases bearing serial Nos. XXX-X
0000, XXX-X 0301 and OCS-P 0306, affecting lands located in federal waters
offshore California.

1.65. ORGANIZATIONAL DOCUMENTS. With respect to any Person, its
certificate of incorporation, formation or organization (or comparable)
document, its by-laws, partnership agreement or any certificate of formation,
limited liability company agreement or operating agreement, or any other similar
organizational instrument or document governing such Person or applicable to
ownership.

1.66. OPERATOR. The Person recognized as operator of any portion of the
Beta Tangible Assets or the SPBP Tangible Assets by the applicable Governmental
Entities.

1.67. OTHER WI OWNERS. Noble and SWEPI.

1.68. PAYOUT. The initial point in time at which cumulative Oil
production from Xxxxx drilled from Platform Eureka, measured from and after the
Effective Time and calculated pursuant to SECTION 13.04, equals 200,000 barrels.

1.69. PERSON. Any individual, corporation, partnership, joint venture,
association, limited liability company, joint stock company, trust, estate,
unincorporated organization, Governmental Entity or other entity.

1.70. PIPELINE OPERATING AGREEMENT. Pipeline Operating Agreement dated
March 1, 1993, by and between SPBPC and Shell Western E&P Inc. (Aera file
PL70215), as amended from time to time prior to the Closing.

1.71. PIPELINE SUB-OPERATING AGREEMENT. Defined in SECTION 7.02(g).

1.72. PLATFORM XXXXX. That certain offshore oil and gas platform
located in the Beta Unit on Federal Lease bearing serial No. OCS P-0296,
offshore California.

1.73. PLATFORM XXXXX. That certain offshore oil and gas platform
located in the Beta Unit on Federal Lease bearing serial No. OCS P-0300,
offshore California.

1.74. PLATFORM ELLY. That certain offshore oil and gas platform located
in the Beta Unit on Federal Lease bearing serial No. OCS P-0300, offshore
California.

1.75. PLATFORM EUREKA. That certain offshore oil and gas platform
located in the Beta Unit on Federal Lease bearing serial No. OCS P-0301,
offshore California.

1.76. PRE-ACQUISITION ENVIRONMENTAL ASSESSMENT. Defined in SECTION
4.10.

1.77. PROPERTY OR PROPERTIES. The real property in which and on which
the Beta Tangible Assets and the SPBP Tangible Assets exist or are located,
whether in whole or in part; the real property covered by the OCS Leases; and
any real property owned or leased by SPBPC or in which SPBPC has an interest of
any kind.

1.78. PROSPECTIVE EMPLOYEES. Defined in SECTION 15.01(a).

1.79. PRP HOLDER. Defined in SECTION 6.01(a).

1.80. PURCHASE PRICE. Defined in SECTION 3.01(b).

1.81. REAL PROPERTY TAXES. Defined in SECTION 12.01.

1.82. RELATED AGREEMENTS. Defined in SECTION 6.02(a).

1.83. REMAINING EMPLOYEES. Defined in SECTION 15.01(a).

1.84. REQUIRED BONDS. All bonds or other forms of financial security
(including accounts such as lease-specific abandonment accounts) required by:

(a) the MMS in connection with Buyer's designation as an offshore
operator (specifically, those required for the Operator of the
Beta Unit), an offshore working interest owner and Buyer's
ownership and operation of the San Xxxxx Bay Pipeline and
other SPBP Tangible Assets, including (i) any

Governmental Bond; (ii) lease specific development bonds for
each of the OCS Leases in the amount of Five Hundred Thousand
Dollars ($500,000) for purposes of Buyer's designation as an
offshore operator; and (iii) a right-of-way bond for purposes
of owning and operating the San Xxxxx Bay Pipeline, in the
amount of Three Hundred Thousand Dollars ($300,000); and

(b) any other Governmental Entity in respect of the designation of
Buyer as Operator of the Beta Unit or the San Xxxxx Bay
Pipeline or other SPBP Tangible Assets.

1.85. RESERVED PRODUCTION PAYMENT. Defined in SECTION 13.04.

1.86. SAN XXXXX BAY PIPELINE. That certain sixteen-inch (16") oil
pipeline from Platform Elly to the Beta Onshore Pump Station.

1.87. SECOND UNIT OPERATING AGREEMENT. That certain Unit Operating
Agreement, Beta Unit, San Xxxxx Bay Area, Outer Continental Shelf, Offshore
California, dated as of August 1, 1982, as amended.

1.88. SECURITIES ACT. The Securities Act of 1933, as amended, or any
successor law thereto, as well as all regulations and rules issued pursuant to
that act or any such successor law thereto.

1.89. SECURITY AMOUNT. Defined in SECTION 11.09(b).

1.90. SILVER POINT. Silver Point [Capital, L.P.] / [Finance LLC.](1)

1.91. SINKING FUND TRUST AGREEMENT. Defined in SECTION 7.02(o).

1.92. SITE VISIT INDEMNITY AGREEMENT. That certain Agreement for
Indemnification and Responsibility for Damages to the Subject Properties in
Connection with Site Visit and Investigation, dated as of February 17, 2005,
between Aera and Buyer, as amended and supplemented, a copy of which is attached
as EXHIBIT L.

1.93. SPBP INTERESTS. All of SPBPC's right, title and interest in the
following:

(a) the SPBP Tangible Assets, and

(b) all Contracts relating to, arising out of or in connection
with the San Xxxxx Bay Pipeline, including those Contracts set
forth on EXHIBIT N;

PROVIDED, HOWEVER, that the SPBP Interests specifically do not include (i) any
agreement that requires consent to a sale of the Stock by a Person and which
_____________

(1) Xxxx to advise as to correct name.

consent has not been obtained on or before the Closing Date; (ii) any agreement
by and between SPBPC and Aera or any other Affiliate of Aera (excluding SPBPC);
(iii) that certain Right of Entry Agreement by and between the City of Long
Beach and Aera, effective January 4, 2005, as amended, HD-6377; (iv) Pipeline
Operating Agreement; and (v) the Cash Management Agreement.

1.94. SPBP TANGIBLE ASSETS. The San Xxxxx Bay Pipeline and all
facilities, machinery, fixtures and other miscellaneous equipment associated
with and used solely in connection with the San Xxxxx Bay Pipeline, consisting
of approximately 91,161 feet of the 16" crude pipeline beginning at the inlet to
the 20" O.D. sphere launcher on Platform Elly and terminating with approximately
2,754 feet of 10" crude pipeline from the Beta Onshore Pump Station to the THUMS
terminal downstream of the LACT Unit.

1.95. SPBP TURNOVER DATE. Defined in SECTION 14.01(b).

1.96. SPBPC, San Xxxxx Bay Pipeline Company, a California corporation.

1.97. STANDARD & POORS. Standard & Poor's, a division of The
XxXxxx-Xxxx Companies, Inc.

1.98. XXXXX XXXXXXXX XXX. Xxxxxxxxx Xx. XXX 0000.0 (General Lease
RightOf-Way-Use), with term beginning May 1, 1979, for San Xxxxx Bay Pipeline
issued by the CSLC, as amended.

1.99. STOCK. All of the issued and outstanding capital stock of SPBPC.

1.100. STOCK PURCHASE PRICE. Defined in SECTION 3.01(b).

1.101. STRICT LIABILITY. Includes strict statutory liability and strict
products liability.

1.102. SWEPI. SWEPI LP, a Delaware limited partnership, in its capacity
as one of the Working Interest Owners in the Beta Unit pursuant to the Unit
Operating Agreement, and as an owner of an undivided beneficial interest in the
San Xxxxx Bay Pipeline and some or all of the other SPBP Tangible Assets,
together with its successors and assigns.

1.103. TITLE DEFECT. Defined in SECTION 5.01.

1.104. TRANSACTION DOCUMENTS. Defined in SECTION 23.01.

1.105. TURNOVER DATE. Defined in SECTION 14.01(a).

1.106. UNIT AGREEMENT. That certain Unit Agreement for Exploration,
Development, and Production Operations on the Beta Unit, San Xxxxx Bay Area,
Outer Continental Shelf, Offshore California dated to be effective as of April
15, 1983, as amended.

1.107. UNIT OPERATING AGREEMENT. That certain Unit Operating Agreement,
Beta Unit, San Xxxxx Bay Area, Outer Continental Shelf, Offshore California,
dated as of October 1, 1978, as amended.

1.108. UNIT OPERATOR. Defined in SECTION 14.01(a).

1.109. WARN ACT. Defined in ARTICLE 15.02.

1.110. WELL OR XXXXX. All well bores, both abandoned and unabandoned,
including Oil xxxxx, Gas xxxxx, injection xxxxx, disposal xxxxx and water xxxxx,
including xxxxx drilled after the Execution Date.

1.111. WORKING INTEREST OWNERS. Owners of "Working Interests" (as
defined in the Unit Agreement) in the Beta Unit and has the same meaning as the
term "Working Interest Owners" (as used in the Unit Operating Agreement).

ARTICLE 2. PURCHASE AND SALE

2.01. INTERESTS AND STOCK. Aera agrees to sell the Beta Interests and
the Stock to Buyer, and Buyer agrees to buy the Beta Interests and the Stock
from Aera, for the consideration recited in and subject to the terms of this
Agreement.

2.02. ASSUMPTION. From and after the Closing, but effective as of the
Effective Time, Buyer shall assume and be responsible for all Liabilities
associated with the Beta Interests and the Stock, including the Related
Agreements (as defined in SECTION 6.02(a)), and SPBPC will be responsible for
all Liabilities associated with the undivided interests of SPBPC in the SPBP
Tangible Assets, among other things, in each case, regardless of when or how
such Liabilities arose or accrued, or whether such Liabilities are foreseeable
or unforeseeable, all on the terms more specifically provided in this Agreement.

ARTICLE 3. PURCHASE PRICE

3.01. PURCHASE PRICE.

(a) BETA INTERESTS PURCHASE PRICE. As consideration for the Beta
Interests, Buyer shall pay to the Escrow Agent at the Escrow
Opening, and shall cause the Escrow Agent to pay to Aera at
the Closing, an amount equal to One and No Hundredths Dollar
($1.00) (the "BETA INTERESTS PURCHASE PRICE").

(b) STOCK PURCHASE PRICE. As consideration for the Stock, at the
Closing, Aera shall reserve the Reserved Production Payment,
pursuant to which Buyer shall pay to Aera an amount equal to
Five Million and No Hundredths Dollars ($5,000,000.00) (the
"STOCK PURCHASE PRICE," and together with the Beta Interests
Purchase Price, the "PURCHASE PRICE") after Payout.
Computation of the Reserved Production Payment and the

Stock Purchase Price shall be governed by the provisions of
SECTION 13.04 and the Assignment and Xxxx of Sale.

3.02. NO ADJUSTMENTS TO PURCHASE PRICE. Notwithstanding any other
provision of this Agreement to the contrary, Buyer and Aera agree that there
shall be no adjustments to the Purchase Price of any kind, of any amount, for
any reason.

ARTICLE 4. BUYER'S REVIEW

4.01. BUYER'S REVIEW BEFORE THE EXECUTION DATE.

(a) Prior to the Execution Date, Aera has made available to Buyer
certain data relating to the SPBP Interests, the Beta
Interests, the Stock and the Property for Buyer's review.
Buyer acknowledges that it has thoroughly reviewed all of this
material before Buyer submitted its offer to purchase the Beta
Interests and the Stock and executed this Agreement. Buyer
shall notify Aera in writing if it wishes to review files or
data in addition to those previously provided, but Aera's
obligation to provide additional files or data shall be
limited to files and data that are reasonably available to it.
AERA HAS NO OBLIGATION TO PROVIDE ACCESS TO, AND BUYER WAIVES
ALL CLAIMS TO INSPECT, AERA'S INTERPRETIVE, PREDICTIVE,
CONFIDENTIAL, PRIVATE, PROPRIETARY OR PRIVILEGED INFORMATION
(INCLUDING PERSONNEL RECORDS), OR INFORMATION THE
DISSEMINATION OF WHICH IS RESTRICTED BY APPLICABLE LAW OR
CONTRACTS BETWEEN AERA AND THIRD PERSONS. Aera has no
obligation to provide any documents or any other information
to Buyer that is available to the general public, whether in
the public records or from a Governmental Entity on request.

(b) By entering into this Agreement, Buyer acknowledges and
represents that it has reviewed and inspected the SPBP
Interests (including the SPBP Tangible Assets), the Beta
Interests (including the Beta Tangible Assets), the Stock and
the Property, in each case to its satisfaction to enable it to
submit its offer to purchase the Beta Interests and the Stock
and to execute this Agreement, and that it is not entitled to
a reduction in the Purchase Price, indemnification or any
other recourse of any kind whatsoever against Aera in the
event that Title Defects arise after the Execution Date. Buyer
has undertaken all appropriate inquiry to its satisfaction,
and has made an informed decision to acquire the Stock and the
Beta Interests on the basis of its own investigations and
without reliance on statements or investigations by any other
Person, including Aera and its Associated Parties.

4.02. ACCESS TO ASSETS AND PROPERTIES.

(a) Buyer acknowledges that it has had the opportunity to inspect
and inventory the Beta Tangible Assets, the SPBP Tangible
Assets and the Property before the Execution Date. On Buyer's
request, Aera will provide additional access to the Beta
Tangible Assets, and will cause SPBPC to provide access to the
SPBP Tangible Assets and the Property, at any reasonable time
before the Escrow Opening on and subject to the terms of the
Site Visit Indemnity Agreement.

(b) All visits to the premises and facilities by Buyer and on
Buyer's behalf will be scheduled by mutual consent of the
Parties, subject to Buyer's providing Aera at least five (5)
Business Days' written notice of the locations that it wishes
to visit and the proposed times. Aera may accompany Buyer and
its Associated Parties during their site visits. Entry onto
the Beta Tangible Assets, the SPBP Tangible Assets and the
Property will be subject to third-party restrictions, if any,
and to Aera's safety, industrial hygiene and drug and alcohol
requirements, and at Buyer's sole risk and expense.

4.03. ENVIRONMENTAL ASSESSMENT. Prior to the Execution Date, Buyer and
its Associated Parties were offered the opportunity to inspect the premises and
conduct an environmental assessment of the Beta Tangible Assets, the SPBP
Tangible Assets and the Property, including investigations to identify wetlands
and sensitive and protected habitats, PROVIDED that Buyer shall have executed
and delivered to Aera an Environmental Assessment Agreement before performing
any assessment. Buyer made some inspections of the Beta Tangible Assets and the
SPBP Tangible Assets and the Property, but elected to not conduct an additional
environmental assessment.

4.04. BETA TANGIBLE ASSETS; CASUALTY LOSS.

(a) Buyer acknowledges that (i) prior to the Execution Date, it
has had the opportunity to inspect and inventory the condition
of the Beta Tangible Assets and is satisfied with them and
(ii) there will be no adjustment of the Purchase Price on the
basis of the condition of the Beta Tangible Assets. Buyer
acknowledges that certain of the Beta Tangible Assets observed
during Buyer's inspections may be used or replaced before the
Closing as a result of normal and customary operations.

(b) Through and until the Closing, Aera shall notify Buyer of each
instance of Casualty Loss to the Beta Tangible Assets or any
part thereof occurring from and after the Execution Date, to
the extent known to Aera and to the extent the estimated
amount of such Casualty Amount is a Material Amount.

(c) If, after the Execution Date but prior to the Closing Date,
any portion of the Beta Tangible Assets suffers a Casualty
Loss, then Buyer shall nevertheless be required to Close.

4.05. SPBP TANGIBLE ASSETS; CASUALTY LOSS.

(a) Buyer acknowledges that (i) prior to the Execution Date, it
has had the opportunity to inspect and inventory the condition
of the SPBP Tangible Assets and is satisfied with their
condition and (ii) that there will be no adjustment of the
Purchase Price on the basis of the condition of the SPBP
Tangible Assets.

(b) Through and until the Closing, Aera shall notify Buyer of each
instance of Casualty Loss to the SPBP Tangible Assets or any
part thereof occurring from and after the Execution Date, to
the extent known to Aera and to the extent the estimated
amount of such Casualty Amount is a Material Amount.

(c) If, after the Execution Date but prior to the Closing Date,
any portion of the SPBP Tangible Assets suffers a Casualty
Loss, then Buyer shall nevertheless be required to consummate
the Closing.

(d) The Parties acknowledge that the MMS and other Governmental
Entities have ordered an inspection, including inspections
utilizing a "smart pig," of the San Xxxxx Bay Pipeline, that
such inspections may not be concluded until after the Closing,
and that Buyer's use of the SPBP Tangible Assets after the
Closing will or may be contingent on an acceptable outcome of
such inspections. Buyer acknowledges and agrees that Aera
shall not have any obligation to conduct such inspection,
before or after the Closing, and that Buyer has no right to
object to the condition of the SPBP Tangible Assets or refuse
to close the transactions contemplated by this Agreement based
on the condition of the SPBP Tangible Assets or any
determination by the MMS and such other Governmental Entities
with respect thereto. Buyer understands that certain of the
SPBP Tangible Assets observed during Buyer's inspections may
be used or replaced before the Closing as a result of normal
and customary operations.

4.06. NO REPRESENTATION OR WARRANTY OF ACCURACY; DISCLAIMER.

(a) Aera makes no representation or warranty whatsoever (express,
statutory or implied) and expressly disclaims all
representations and warranties, as to the accuracy or
completeness of the files or any other information that it has
provided to Buyer or may provide to Buyer or that have been
provided or may be provided by other Persons. Conveyance of
the Beta Interests (including the Beta Tangible Assets), the
SPBP Interests (including the SPBP Tangible Assets), the Stock
and the Property shall be without

representation or warranty whatsoever (express, statutory or
implied) as to title, description, physical condition of the
Beta Interests (including the Beta Tangible Assets), the SPBP
Interests (including the SPBP Tangible Assets), the Stock or
the Property (including the environmental condition of the
Property), quality, value, fitness for purpose,
merchantability or otherwise. Buyer shall satisfy itself,
prior to the Escrow Opening, and at Escrow Opening will be
deemed to have satisfied itself entirely as to the type,
condition, quality and extent of the property and property
interests that comprise the Beta Interests (including the Beta
Tangible Assets, the Stock and the interests owned by SPBPC in
the SPBP Tangible Assets and any other property or assets
being sold and conveyed to Buyer pursuant to this Agreement.

(b) BUYER ACKNOWLEDGES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT, AERA HAS NOT MADE, AND WILL NOT MAKE, ANY
REPRESENTATION OR WARRANTY WHATSOEVER (EXPRESS, IMPLIED OR
STATUTORY) IN CONNECTION WITH THIS AGREEMENT OR THE
TRANSACTIONS CONTEMPLATED BY IT, INCLUDING THE ACCURACY OR
COMPLETENESS OF DATA, INFORMATION OR MATERIALS FURNISHED AT
ANY TIME TO BUYER OR ANY OF ITS ASSOCIATED PERSONS IN
CONNECTION WITH THE SPBP INTERESTS (INCLUDING THE SPBP
TANGIBLE ASSETS), THE STOCK, SPBPC, THE BETA INTERESTS
(INCLUDING THE BETA TANGIBLE ASSETS) OR THE PROPERTY, OR THE
QUALITY OR QUANTITY OF HYDROCARBON RESERVES (IF ANY)
ATTRIBUTABLE TO THE BETA INTERESTS, OR THE ABILITY OF THE BETA
INTERESTS TO PRODUCE HYDROCARBONS. NONE OF AERA'S ASSOCIATED
PARTIES IS AUTHORIZED TO MAKE ANY WARRANTY OR REPRESENTATION
ON AERA'S BEHALF. ALL DATA, INFORMATION AND OTHER MATERIALS
FURNISHED BY AERA ARE PROVIDED TO BUYER AS A CONVENIENCE ONLY,
AND RELIANCE ON OR USE OF THEM IS AT BUYER'S SOLE RISK.

4.07. ACKNOWLEDGMENTS OF BUYER AT ESCROW OPENING AND THE CLOSING. By
proceeding with the transactions contemplated in this Agreement, Buyer shall be
deemed to have acknowledged and admitted, and, at both the Escrow Opening and
the Closing, shall acknowledge and admit, that:

(a) Buyer has been given full opportunity to adequately inspect
the San Xxxxx Bay Pipeline and the other SPBP Tangible Assets,
the Beta Tangible Assets and the Property prior to Escrow
Opening;

(b) Buyer is aware that the SPBP Tangible Assets, the Beta
Tangible Assets and the Property have been used for the
exploration, development, production, treating and
transporting of Oil and Gas, and that physical changes to the
environment may have occurred or will occur as a result of

such use and that Aera has disclosed, and Buyer is further
aware, that there exists the possibility that there could have
occurred or will occur from such use one or more releases of
hazardous substances or releases of chemical substances into,
or other pollution or contamination of or into, the ambient
air, seawater, surface water, groundwater, soil, seabed or
subsurface strata of any real property included in the
Property and of contiguous or a series of contiguous, real
properties not a part of the Property;

(c) Buyer has entered into this Agreement based solely on its own
investigation of the physical condition of the SPBP Tangible
Assets, the Beta Tangible Assets and the Property (including
the environmental condition of the Property and the
surrounding environment);

(d) Buyer acknowledges that at the Closing it will acquire the
Stock, the SPBP Tangible Assets, the Beta Tangible Assets and
the Property and the land related thereto based solely on its
own investigation of the physical condition thereof and
assumes the risk that adverse conditions outside the scope of
Aera's representations and warranties set forth in SECTION
21.01 may not be revealed by Buyer's own investigation. Buyer,
with full knowledge of the foregoing and after conducting the
above-described investigation and evaluation, IS ACQUIRING THE
BETA TANGIBLE ASSETS, THE STOCK (AND THUS AN INDIRECT INTEREST
IN THE SPBP TANGIBLE ASSETS) AND THE PROPERTY, ON AN "AS IS,
WHERE IS, WITH ALL FAULTS" BASIS, and, Buyer, by acquiring the
Stock, the Beta Tangible Assets, the SPBP Tangible Assets and
the Property on an as is, where is, with all faults" basis,
waives any other rights of indemnification, contribution or
recourse it may have against or from Aera or any of its
Associated Parties with respect to the condition of the Stock,
the Beta Tangible Assets, interests in the SPBP Tangible
Assets and the Property, including the environmental condition
of the Property and the surrounding environment and any and
all damage to natural resources related to the use or
ownership of the Property; and the surrounding environment;

(e) In connection with the waivers, releases and limitations of
liability set forth in this Agreement (including in ARTICLE 18
hereof), each of the Parties expressly waives any rights under
section 1542 of the California Civil Code, which provides:

"A general release does not extend to claims which
the creditor does not know or suspect to exist in his
favor at the time of executing the release which if
known by him must have materially affected his
settlement with the debtor."

Each Party has been advised by its legal counsel as to the
significance of this waiver of Section 1542 relating to
unknown, unsuspected and concealed Claims, and each Party
acknowledges that it fully understands and agrees to such
waiver.

(f) Without limiting CLAUSES (d) and (e) above, Buyer expressly
acknowledges the following specific disclaimers:

(i) Buyer has made its own estimates of prospective data
such as future Oil and Gas production rates, value of
exploration prospects, operating costs and
Abandonment Obligations, based on Buyer's own
abilities and skills to explore, produce, operate,
and abandon the Properties, the Beta Interests and
the SPBP Interests and is not relying on Aera's own
estimates of such data.

(ii) The Properties may contain asbestos, hazardous
substances or NORM.

(iii) Pursuant to the California Safe Drinking Water and
Toxic Enforcement Act of 1986 (Proposition 65), Buyer
is on notice that detectable amounts of chemicals
known to the State of California to cause cancer,
birth defects and other reproductive harm may be
found in, on or around the Properties, the Beta
Interests and the SPBP Interests.

(iv) The Properties, the Beta Interests and the SPBP
Interests are or may be deemed to be within a Seismic
Hazard Zone as designated under the Seismic Hazards
Mapping Act (California Public Resources Code
Sections 2690-2699.6).

(v) The Properties, the Beta Interests and the SPBP
Interests are or may be deemed to be within an
Earthquake Fault Zone as designated under the
Xxxxxxx-Xxxxxx Earthquake Fault Zoning Act
(California Public Resources Code Sections 2621-2630)
and the construction or development on the Properties
of any structure for human occupancy may be subject
to the findings of a geologic report prepared by a
geologist registered in California. Aera has
presented Buyer with full information on whether or
not any of the Properties are located in an
Earthquake Fault Zone as set forth in EXHIBIT I
attached hereto.

(vi) Portions of the Properties, the Beta Interests and
the SPBP Interests are or may be located in a
"Wetland" as defined in the "Federal Manual for
Determining Jurisdictional Wetland" or Applicable
Laws.

(vii) Portions of the Properties, the Beta Interests and
the SPBP Interests are or may be located in a "Flood
Zone" as defined by the U.S. Federal Emergency
Management Administration or other Government
Entities.

(viii) Aera does not represent or warrant that ownership,
use, operation, maintenance, improvement or
abandonment of any intellectual property rights
included within the Beta Interests or owned or held
by SPBPC would not infringe any patent, copyright,
trademark or trade secret rights of any Person.

(g) California Health and Safety Code Section 25359.7 provides
that any owner of nonresidential real property who knows, or
has reasonable cause to believe, that any release of hazardous
substances, as defined under California law, has come to be
located on or beneath that real property shall, prior to the
sale of that real property by that owner, give written notice
of that condition to the buyer of that real property. Buyer
acknowledges that it has received written notice from Aera
that one or more "hazardous substances," as defined under
California law, has come to be located in or on the
Properties, the Beta Interests and the SPBP Interests, Buyer
further acknowledges that it has received from Aera prior to
Escrow Opening a written notice pursuant to Section 25359.7(a)
of the California Health and Safety Code. A copy of such
written notice is attached hereto as EXHIBIT H; and

(h) Buyer has had the full opportunity to review and is aware of
the matters with respect to the Properties, the Beta Interests
and the SPBP Interests as identified in EXHIBIT I attached
hereto.

By initialing where indicated below, the Parties specifically agree to
the foregoing acknowledgements, disclaimers and releases in this SECTION 4.07.

AERA _____________ BUYER ____________
(Initials) (Initials)

4.08. INDEPENDENT EVALUATION. Buyer has made an independent evaluation
of the San Xxxxx Bay Pipeline, the SPBP Interests (including the SPBP Tangible
Assets), the Beta Interests (including the Beta Tangible Assets), the Stock and
the Property, and acknowledges that Aera has made no statements or
representations concerning the present or future value of the anticipated
income, costs or profits, if any, to be derived from the Stock, SPBPC, the SPBP
Interests (including the SPBP Tangible Assets), the Property or the Beta
Interests (including the Beta Tangible Assets), or the quantity and quality of
any Oil and Gas or other minerals, if any, that may be produced from the Beta
Interests and the Property, and that AERA DOES NOT IMPLIEDLY OR EXPRESSLY

WARRANT ANY DESCRIPTION, TITLE, VALUE, QUALITY OR PHYSICAL CONDITION OF THE SPBP
INTERESTS (INCLUDING THE SPBP TANGIBLE ASSETS), THE BETA INTERESTS (INCLUDING
THE BETA TANGIBLE ASSETS), THE STOCK OR THE PROPERTY (INCLUDING, WITHOUT
LIMITATION, THE ENVIRONMENTAL CONDITION OF THE PROPERTY), MERCHANTABILITY OR
FITNESS FOR PURPOSE OF ANY OF THE BETA INTERESTS (INCLUDING THE BETA TANGIBLE
ASSETS) OR PROPERTIES, THE SPBP INTERESTS (INCLUDING THE SPBP TANGIBLE ASSETS),
OR OTHER PERSONAL PROPERTY OR FIXTURES LOCATED THEREON OR USED IN CONNECTION
THEREWITH. Buyer further acknowledges that, in entering into this Agreement, it
has relied solely upon its independent examination of the SPBP Interests
(including the SPBP Tangible Assets), the Beta Interests (including the Beta
Tangible Assets) and the Property and public records relating to the Beta
Interests (including the Beta Tangible Assets), the Stock and the Property and
its independent estimates, computations, evaluations, reports, and studies based
thereon.

4.09. BUYER'S CONFIDENTIALITY OBLIGATIONS; PRESS RELEASES.

(a) Buyer will keep confidential all information concerning the
SPBP Interests (including the SPBP Tangible Assets), SPBPC and
the Beta Interests (including the Beta Tangible Assets), as
set forth in the Confidentiality Agreement, the Site Indemnity
Agreement and, as applicable, the Environmental Assessment
Agreement; PROVIDED, HOWEVER, that Buyer may disclose such
information to the extent that it is required to be disclosed
to enable Buyer to comply with any Canadian or U.S. federal,
state or local law or regulation, any order, writ or
injunction issued by a court of law or equity, any requirement
of any stock exchange or any requirement of a governmental
agency or authority; PROVIDED FURTHER, HOWEVER, that Buyer
shall deliver to Aera a copy of every press release or
statement it intends to release or make public prior to the
Closing (whether or not it includes confidential information)
at least twenty-four (24) hours prior to the time that such
press release or statement is to be released or made public.

(b) In the event of termination of this Agreement, Buyer shall
promptly, and in any event, within five (5) days of such
termination, (i) return to Aera all documentation or other
information concerning the SPBP Interests, SPBPC and the Beta
Interests or otherwise pursuant to or in connection with this
Agreement, that it obtained from Aera or any Associated Party
of Aera, (ii) destroy all of its work papers and analyses that
incorporate the information, and (iii) be subject to these
confidentiality obligations for five (5) years after the
Execution Date, all in accordance with the Confidentiality
Agreement. However, if the Closing occurs, then Buyer's
confidentiality obligations under this SECTION 4.09 will not
survive the Closing.

4.10. BASELINE STUDY. Buyer and Aera hereby agree that, prior to the
Execution Date, Buyer was offered an opportunity to conduct a pre-acquisition
review environmental assessment report (the "PRE-ACQUISITION ENVIRONMENTAL
ASSESSMENT") of the Property. Buyer elected to not conduct a Pre-Acquisition
Environmental Assessment. Aera shall have the right, but not the obligation, at
any time (before or after the Closing) to conduct its own assessments of the
Property.

4.11. NATURAL HAZARD AREA DISCLOSURES. As used herein, the term
"NATURAL HAZARD AREA" shall mean those areas identified as natural hazard areas
or natural hazards in the Natural Hazard Disclosure Act, California Government
Code Sections 8589.3, 8589.4 and 51183.5, and California Public Resources Code
Sections 2621.9, 2694 and 4136, and any successor Applicable Laws (the "HAZARDS
ACT"). Buyer and Aera acknowledge that, pursuant to the Hazards Act, Aera is
required to disclose if any portion of the Property lies within the following
Natural Hazard Areas: (i) a special flood hazard area designated by the Federal
Emergency Management Agency (California Civil Code Section 1102.17); (ii) an
area of potential flooding (California Government Code Section 8589.4); (iii) a
very high fire hazard severity zone (California Government Code Section
51183.5); (iv) a wild land area that may contain substantial forest fire risks
and hazards (Public Resources Code Section 4136); (v) an earthquake fault or
special studies zone (Public Resources Code Section 2621 et. seq.) or (vi) a
seismic hazard zone (Public Resources Code Section 2694). Buyer and Aera
acknowledge that they have employed the services of JCP Geologists Inc.
("NATURAL HAZARD EXPERT") to examine the maps and other information specifically
made available to the public by Governmental Entities for the purposes of
enabling Aera to fulfill its disclosure obligations with respect to the natural
hazards referred to in California Civil Code Section 1102.6c(a) and to report
the results of its examination to Buyer and Aera in writing. The written report
prepared by the Natural Hazard Expert, a copy of which is attached as EXHIBIT I,
regarding the results of its examination fully and completely discharges Aera
from its disclosure obligations referred to herein, and, for the purposes of
this Agreement, the provisions of Civil Code Section 1102.4 regarding the non-
liability of Aera for errors and/or omissions not within its personal knowledge
shall be deemed to apply and the Natural Hazard Expert shall be deemed to be an
expert, dealing with matters within the scope of its expertise with respect to
the examination and written report regarding the natural hazards referred to
above. Notwithstanding anything to the contrary contained in this Agreement, in
no event shall Aera have any responsibility for matters not actually known to
Aera or for matters for which Buyer has assumed the risk under any other
provision of this Agreement.

ARTICLE 5. TITLE AND TITLE DEFECTS

5.01. TITLE DEFECT. "TITLE DEFECT" means any one of the following, to
the extent and only to the extent arising during the period commencing with the
Execution Date and ending on the date that is ten (10) days before the Escrow
Opening:

(a) Aera's title to all or any part of the Beta Interests becomes
subject to an outstanding mortgage, deed of trust, lien or
other monetary encumbrance

or adverse Claim not listed or referenced on EXHIBIT A or
EXHIBIT B that would induce a purchaser to suspend payment of
proceeds for the Beta Interest or require the furnishing of
security or indemnity. Evidence that Aera receives its full
share of proceeds from a purchaser or third-party Operator
(not under one hundred percent (100%) or other division order
requiring Aera to further distribute proceeds to third
Persons) for a Beta Interest shall constitute a presumption
that no Title Defect exists with respect to the Beta Interest;

(b) Aera's working interest in the OCS Leases at the Effective
Time is reduced to less than the applicable working interest
shown on EXHIBIT A;

(c) Aera's working interest would be reduced if a third Person
were to exercise a reversionary, back-in or other similar
right affecting Aera's title to the OCS Leases not listed or
referenced on EXHIBIT A or B; or

(d) Aera defaults in any material respect under a material
provision of a lease, farmout agreement or other Contract,
which default results in loss of title to any part of the Beta
Interests;

PROVIDED, HOWEVER, that the term "Title Defect" does not include (i) a lien or
encumbrance in the form of a judgment secured by a supersedeas bond or other
security approved by the court issuing the order; (ii) the loss of lease acreage
between the Execution Date and the Escrow Opening Date, because the term of a
lease expires; (iii) any defect, Claim, encumbrance, exception, reservation or
other matter in existence as of the Execution Date.

Buyer shall notify Aera in writing promptly if Buyer determines that
Aera's working interest for a Beta Interest is greater than that on EXHIBIT A.

5.02. CONSEQUENCES OF TITLE DEFECT. If Buyer gives Aera notice of a
Title Defect at any time that is at least ten (10) days before the Escrow
Opening, then within seven (7) days after receipt of Buyer's notice Aera shall
elect, in its sole discretion:

(a) to remove the affected Interest from this Agreement;

(b) to remedy, or agree to remedy, the Title Defect; or

In connection with the exercise of the option set forth in the preceding CLAUSE
(b), Aera may delay the Escrow Opening for up to thirty (30) days while it
investigates the Title Defect and possible curative measures, and such right to
delay the Escrow Opening will be in addition to and under the same terms as
Aera's right to delay Escrow Opening under SECTION 7.01(b).

5.03. DESCRIPTION AND OTHER ERRORS. If either Party determines, either
before or within ninety (90) days after the Closing, that the description of a
Beta Interest or of a SPBP Interest is incorrect or that certain Beta Interests
or SPBP Interests were erroneously included in or erroneously excluded from the
respective definitions thereof, other sales information or any conveyancing
instruments, then Aera and Buyer shall meet and use their respective
commercially reasonable efforts to resolve the error without need of further
consideration, and shall, as applicable, execute and deliver, or use
commercially reasonable efforts to cause to be executed and delivered, such
other instruments of conveyance and take such other actions as either Party
reasonably may request in connection therewith. If the Parties cannot resolve
any such purported error within fifteen (15) days of the commencement of
negotiations, then the alternate-dispute-resolution and arbitration procedures
set forth in SECTION 18.06 shall apply.

5.04. ADDITIONAL UNIT AREA AND SECOND UNIT OPERATING AGREEMENT. Aera
does not own any leasehold working interest in Federal Lease No. OCS P-0296, the
Additional Unit Area or Platform Xxxxx; however, pursuant to the Unit Agreement
and the Second Unit Operating Agreement, Aera is the Unit Operator of the Beta
Unit, including the Additional Unit Area. At the Closing, Aera shall assign to
Buyer all of Aera's right, title and interest to the Second Unit Operating
Agreement, and Buyer shall accept such assignment and shall assume all of Aera's
obligations and liabilities under the Second Unit Operating Agreement.

ARTICLE 6. CERTAIN COVENANTS BETWEEN
EXECUTION DATE AND CLOSING

6.01. PREFERENTIAL RIGHTS. The Beta Interests are subject to
preferential rights to purchase. In particular, the Unit Operating Agreement
contains preferential rights to purchase in favor of the Other WI Owners and the
Unit Agreement contains a right held by the Other WI Owners to approve a
successor Unit Operator of the Beta Interests.

(a) NOTICES. Aera has notified the holders of preferential rights
(each, a "PRP HOLDER") to purchase the Beta Interests as
listed on SCHEDULE 2.

(b) CONSEQUENCES OF EXERCISE. If any PRP Holder exercises such
rights (an "EXERCISING PRP HOLDER"), then the Beta Interests
affected thereby shall be excluded from the assets transferred
to Buyer at the Closing, and shall be sold to such Exercising
PRP Holder.

(c) THIRD-PARTY FAILURE TO PURCHASE. If an Exercising PRP Holder
gives written notice of its intent to exercise a preferential
right to purchase the Beta Interests, but does not close the
purchase for any reason either before or within sixty (60)
days after the Closing, Aera shall give Buyer notice thereof
and Buyer will be obligated to acquire the property subject to
such preferential right under the terms of this Agreement,
without payment of any additional amount by Buyer or Aera. The
closing on the preferential right property will be scheduled
to occur within forty-five (45) days after

Buyer receives Aera's notice that the Exercising PRP Holder
has not closed. The effective time for transfer of the
property subject to the preferential right will be the
Effective Time and all other terms and conditions of this
Agreement shall apply to the sale of such interest as if such
property had been transferred to Buyer at the Closing.

6.02. RELATED AGREEMENTS; TERMINATION OF SPECIFIED SPBP CONTRACTS.

(a) Except as otherwise provided in this Agreement, the sale of
the Beta Interests will be subject to the terms and conditions
of all oil, gas and mineral leases, assignments, subleases,
farmout agreements, unit agreements (including the Unit
Agreement), joint operating agreements (including the Unit
Operating Agreement and the Second Unit Operating Agreement),
pooling agreements, letter agreements, easements, rights-of-
way, gathering and transportation agreements, obligations and
other Contracts, in each case to the extent that Aera is a
party (or as such Contracts are otherwise binding upon Aera)
and that concern or pertain to the Beta Interests (each of the
foregoing, but expressly excluding any agreement that
constitutes an Excluded Item, a "RELATED AGREEMENT" and
collectively, the "RELATED AGREEMENTS").

(b) At the Escrow Opening, the Parties will execute and deliver to
the Escrow Agent, all documents necessary for Buyer to assume
the Related Agreements, and at the Closing, the Escrow Agent
will deliver such documents to the Parties and Buyer shall
assume all of Aera's obligations and liabilities under the
Related Agreements, effective as of the Effective Time.
Buyer's obligations shall apply to all Related Agreements,
whether or not recorded.

(c) Buyer acknowledges that, by virtue of its purchase of the
Stock, all obligations and liabilities under all agreements to
which SPBPC is a party shall remain the obligations and
liabilities of SPBPC and neither Aera nor any of its
Associated Parties shall have any obligation or liability
under any such agreement; PROVIDED, HOWEVER, that the
following agreements shall be terminated by Aera and any other
appropriate Persons (including Buyer, as applicable) effective
at the SPBP Turnover Date: (i) any Contract by and between
SPBPC and Aera or any other Affiliate of Aera (excluding
SPBPC); (ii) that certain Right of Entry Agreement by and
between the City of Long Beach and Aera, effective January 4,
2005, as amended, HD-6377 and (iii) the Pipeline Operating
Agreement; PROVIDED FURTHER, HOWEVER, that the Cash Management
Agreement shall be terminated by Aera and any other
appropriate Persons (including Buyer, as applicable) effective
as of the Closing. As to any of the foregoing agreements to
which SPBPC is a party, Buyer covenants that it shall cause
SPBPC to execute and deliver any and all agreements and other
documentation necessary or appropriate to effect such
termination,

whether before or after the SPBP Turnover Date; PROVIDED,
HOWEVER, that the Pipeline Operating Agreement shall remain in
effect until the first to occur of (i) the SPBP Turnover Date
or (ii) it is terminated pursuant to the terms thereof. Prior
thereto, Aera shall continue to operate the San Xxxxx Bay
Pipeline; PROVIDED, that Aera may in its sole discretion,
suspend or discontinue operating the San Xxxxx Bay Pipeline in
the event that (A) a Governmental Entity orders Aera or SPBPC
to suspend or cease operating the San Xxxxx Bay Pipeline; (B)
SPBPC fails to make any payment to Aera required under the
Pipeline Operating Agreement or Buyer fails to make any
payment to Aera required under the Pipeline Sub- Operating
Agreement; or (C) Aera determines in its sole discretion (as
operator of the San Xxxxx Bay Pipeline) that the San Xxxxx Bay
Pipeline should cease operating due to an environmental or
safety condition or a leak or spill.

(d) Buyer acknowledges that, pursuant to certain Related
Agreements and other arrangements, the owners of Platform
Xxxxx and Federal Lease bearing serial No. OCS P-0296 have the
right to use the SPBP Tangible Assets to move their oil to
shore, and Aera and the Working Interest Owners have the right
to, among other things, install a gas pipeline to Platform
Xxxxx from Platform Elly and the right to install a submarine
power cable from Platform Elly to Platform Xxxxx. Buyer agrees
to honor such agreements and arrangements and, upon request,
to enter into such other and further agreements and documents
that may be reasonably necessary to document and establish
such arrangements.

6.03. THIRD-PARTY NOTIFICATIONS AND APPROVALS.

(a) Buyer acknowledges that the sale of the Stock and of the Beta
Interests may require the providing of notice to, and Consent
of, lessors, joint interest owners, farmors, sublessors,
assignors, grantors, parties to agreements, Governmental
Entities having jurisdiction (including the FERC, the DOT, the
CSLC, the California Coastal Commission, the City of Long
Beach and the Port of Long Beach and the MMS), or other third
Persons.

(b) Buyer acknowledges that it is and shall be solely responsible
for obtaining all Consents from applicable third Persons and
will furnish Aera with copies, or other acceptable proof, of
the granting or receipt of each Consent (other than the MMS
Approval and the CSLC Approval) before the Escrow Opening
Date.

(c) If Buyer does not furnish Aera with all third-party Consents
(other than the MMS Approval and the CSLC Approval) applicable
to the Stock or any Beta Interest before the Escrow Opening
Date, then Aera may, at its option, elect to (i) delay the
Escrow Opening as to any or all of the Beta

Interests and the Stock, with no charge to either Party for
the delay; (ii) waive the condition set forth in SECTION
7.03(h) and proceed with the Escrow Opening without all
third-party Consents; (iii) elect not to proceed with the
Escrow Opening pursuant to SECTION 7.03(h) and terminate this
Agreement; or (iv) remove the affected Beta Interest or Stock
from this Agreement and proceed to the Escrow Opening on the
remaining portion of the Beta Interests and the Stock.

(d) The Parties have received preliminary indications from MMS
that the draft transfer documents assigning the OCS Leases and
Related Agreements to Buyer and SPBPC, as applicable, are in a
form acceptable to MMS. The Parties also understand and expect
that MMS should process such transfer documents within a
period not to exceed forty-five (45) days, although such
period could be somewhat longer. At the Escrow Opening, such
transfer documents, and other required documents shall be
submitted to MMS. Buyer agrees to use all commercially
reasonable efforts to obtain the MMS Approval as soon as
possible after the Escrow Opening, and if and when MMS
Approval is received, Buyer shall promptly furnish to Aera
true and complete copies of the documents evidencing MMS
Approval. Aera agrees to cooperate in all commercially
reasonable ways with Buyer in Buyer's efforts to obtain the
MMS Approval.

6.04. TARIFFS FILED WITH FERC. Buyer acknowledges that the San Xxxxx
Bay Pipeline and the SPBP Tangible Assets are operated as a common carrier
pipeline system subject to tariffs filed with the FERC and that such tariffs are
satisfactory to Buyer.

6.05. DIVIDEND OF CASH FROM SPBPC. Buyer agrees and acknowledges that
prior to the Closing, Aera shall cause SPBPC to make a dividend to its
stockholders in an amount approximately equal to all of the cash or cash
equivalents held by SPBPC as of the Effective Time and that such dividend will
be the sole property of Aera.

6.06. TERMINATION OF AERA INSURANCE. Before or after the Closing Date,
Aera may terminate all insurance that it has provided for the Beta Interests,
the SPBP Interests or SPBPC, including any insurance it may carry as Operator of
the Beta Unit and as Operator of the San Xxxxx Bay Pipeline and other SPBP
Tangible Assets. The termination may be effective retroactive to the Effective
Time. Buyer relinquishes and waives, on its behalf and on behalf of all Persons
subrogated to Buyer's rights, all rights to Claims against any insurance
provided by Aera.

ARTICLE 7. ESCROW OPENING

7.01. ESCROW OPENING DATE.

(a) Subject to the satisfaction or waiver of the conditions to
Escrow Opening set forth in this Agreement, the delivery of
documents and funds into

escrow pursuant to the terms of the Escrow Agreement
contemplated hereby (the "ESCROW OPENING"), shall be held at
Aera's offices at 00000 Xxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxxx,
or at another place that Aera designates, at 10:00 a.m. local
time on or before November 15, 2006.

(b) If all conditions precedent to Escrow Opening have not been
satisfied (or waived by Aera) on or before November 15, 2006,
then Aera may, upon notice to Buyer, elect to postpone the
Escrow Opening to a date that is on or before the fifth (5th)
Business Day following the satisfaction of the conditions
precedent to Escrow Opening set forth in this Agreement
commencing at 10:00 a.m., local time or, if Aera so elects,
such other date and time as may be mutually agreed upon by the
Parties.

(c) The Parties agree that at the Escrow Opening they shall
deposit certain documents and funds with the Escrow Agent and
shall submit to the MMS all applications and other
documentation required by the MMS to transfer title of Aera's
record title interest in the OCS Leases to Buyer. Where
SECTION 7.02 calls for a Party to deliver any certificate,
document or other item (including without limitation any
payment) at the Escrow Opening, it is understood that, unless
expressly stated to the contrary, such delivery shall be to
the Escrow Agent, to be held by the Escrow Agent pending the
occurrence of the Closing. The sale and transfer of title to
the Beta Interests or the Stock, will not occur until the
Closing has occurred.

7.02. Escrow OPENING OBLIGATIONS; DELIVERIES. Subject to the
satisfaction of all of the conditions precedent to Escrow Opening set forth in
this ARTICLE 7, at the Escrow Opening the following shall occur:

(a) ESCROW AGREEMENT. Buyer, Aera, SWEPI, X. Xxxx, Silver Point
and Escrow Agent shall each execute and deliver six (6) or
more original counterparts of the Escrow Agreement such that
each of them shall take from the Escrow Opening a
fully-executed counterpart of the Escrow Agreement and its
exhibits and schedules.

(b) CERTIFICATE OF BUYER. Buyer shall deliver a certificate in
form and substance satisfactory to Aera, effective as of the
Escrow Opening Date and executed by Buyer's duly authorized
officer, certifying as to (i) compliance with the conditions
set forth in SECTION 7.03(a) and as to (ii) the incumbency and
specimen signature of each officer of Buyer executing this
Agreement and the other Transaction Documents to which Buyer
is or is intended to be a party.

(c) CERTIFICATE OF AERA. Aera shall deliver a certificate,
effective as of the Escrow Opening Date and executed by Aera's
duly authorized officer, certifying as to (i) compliance with
the conditions set forth in SECTION 7.04(a) and as to (ii) the
incumbency and specimen signature of each

officer of Aera executing this Agreement and the other
Transaction Documents to which Aera is or is intended to be a
party.

(d) ASSIGNMENT AND XXXX OF SALE. Aera and Buyer shall execute and
deliver counterparts of the Assignment and Xxxx of Sale. The
Assignment and Xxxx of Sale, when delivered at the Closing,
shall be effective as of the Effective Time, be without
warranty of any kind (e.g., title, fitness, condition), and
shall restate (or incorporate by reference) the indemnities,
releases and waivers contained in this Agreement.

(i) EXHIBIT A to this Agreement states Aera's working
interest in the OCS Leases, to the best of Aera's
knowledge and belief. The Assignment and Xxxx of Sale
shall not, however, state or warrant the working
interests in the OCS Leases assigned to Buyer.

(ii) If Aera owns an interest after the Escrow Opening in
any Beta Interest or Property (including overriding
royalties, deep rights and facilities, equipment, or
pipelines) or continues to own easements, access
rights or other interests for which Aera requires
access across the Property in order to exercise its
rights, then the Assignment and Xxxx of Sale shall
reserve unto Aera concurrent interests in the
applicable easements, rights-of-way, Agreements and
other rights relating to the retained or reserved
interests.

(iii) If the Beta Interests include a fee simple interest
in real property that has been used for Oil, Gas or
other mineral operations, Aera may elect to restrict
the future use of the land and include restrictive
covenants in the instruments of conveyance.

(iv) The Parties shall execute and acknowledge any such
other instruments reasonably necessary to effectuate
the conveyance of the Beta Interests to Buyer,
including without limitation, separate instruments on
any officially approved form for the assignment of
the OCS Leases and for each lease, easement,
franchise, license or similar interest issued by a
Governmental Entity.

(v) At the Escrow Opening, the Assignment and Xxxx of
Sale shall, along with the other Escrow Opening
deliveries, be deposited with the Escrow Agent. Prior
to the Closing, in no event shall either Party
present the Assignment and Xxxx of Sale to any third
party or attempt to record the Assignment and Xxxx of
Sale in any public record.

(e) LETTERS IN LIEU. Aera shall prepare and the Parties shall
execute letters-in-lieu-of-transfer orders (or other
instruments) to give notice of the transactions hereunder to
remitters of proceeds from the sale of Oil and Gas production
from the Beta Unit.

(f) BETA - CHANGE OF OPERATOR FORMS. Subject to the provisions of
ARTICLE 14 pertaining to operations by Aera until the Turnover
Date, Aera shall prepare and the Parties shall execute
change-of-operator forms for each Well and each platform that
Buyer intends to operate after Closing. If the Operator of a
Well must be elected or designated after Escrow Opening, the
applicable instruments will be executed after the election or
designation, as applicable.

(g) SPBPC - CHANGE OF OPERATOR FORMS; ETC.

(i) Subject to the provisions of ARTICLE 14 pertaining to
operations by Aera until the SPBP Turnover Date, Aera
shall prepare and the Parties will execute
change-of-operator forms for the San Xxxxx Bay
Pipeline and any other applicable SPBP Tangible
Assets. If the Operator of such assets must be
elected or designated after Escrow Opening, the
applicable instruments will be executed after the
election or designation, as applicable.

(ii) Subject to the provisions of ARTICLE 14 pertaining to
operations by Aera until the SPBP Turnover Date,
Aera, Buyer and SPBPC shall execute and deliver to
the Escrow Agent a Pipeline Sub-Operating Agreement
(the "PIPELINE SUB-OPERATING AGREEMENT")
substantially in the form of EXHIBIT Q to this
Agreement, pursuant to which Buyer, from and after
the Closing and through and including the SPBP
Turnover Date, shall perform and discharge Aera's
obligations under the Pipeline Operating Agreement,
as Aera's agent and contract operator.

(h) THIRD-PARTY CONSENTS. Buyer shall deliver evidence reasonably
satisfactory to Aera that Buyer has obtained all required
Consents (except for the MMS Approval, which shall be obtained
prior to Closing, and the CSLC Approval, for which Buyer shall
use its best efforts pursuant to SECTION 11.04 to obtain as
soon as possible after the Closing).

(i) FINANCIAL SECURITY. Buyer shall deliver evidence reasonably
satisfactory to Aera of Buyer's ability to perform fully its
financial obligations under this Agreement, including
Abandonment Obligations, together with evidence reasonably
satisfactory to Aera that Buyer has otherwise satisfied all
requirements of Applicable Law with respect to transfer of the
Stock and the Beta Interests. In particular, Buyer shall
deliver the original counterpart of the Aera Bond, and true,
correct and complete copies of the Governmental Bond, and all
other Required Bonds, or shall deliver to the Escrow Agent
immediately available funds in an amount sufficient to
purchase and obtain the Governmental Bond and all other
Required Bonds.

(i) DEPOSIT INTO ESCROW. At Escrow Opening, Buyer will deposit
with the Escrow Agent an amount, payable to Aera at the
Closing, equal to the sum of (x) the Beta Interests Purchase
Price plus (y) the Inventory Closing Amount, by certified
check, cashier's check or wire transfer of funds.

(k) NON-FOREIGN AFFIDAVIT. Aera shall execute and deliver to Buyer
a Non- Foreign Affidavit in substantially the form attached
hereto as EXHIBIT J.

(l) CALIFORNIA FORM 593-C (REAL ESTATE WITHHOLDING CERTIFICATE).
Aera shall execute and deliver to Buyer a California Form
593-C in substantially the form attached hereto as EXHIBIT K.

(m) STOCK. Aera shall deliver original certificates representing
the Stock, duly endorsed for transfer (or accompanied by duly
executed stock powers), the minute book of SPBPC, and
resignations to be effective as of the Closing Date from (a)
each of the directors of SPBPC and (b) each of the officers of
SPBPC.

(n) NEW DIRECTORS. Buyer will deliver a written consent of Buyer
consenting to the election of Buyer's designees to the Board
of Directors of the SPBPC (to be effective as of the Closing).

(o) SINKING FUND TRUST AGREEMENT. Buyer and Aera shall execute and
deliver to the Escrow Agent the Sinking Fund Trust Agreement
in substantially the form attached hereto as EXHIBIT R.

(p) OTHER DOCUMENTS. The Parties shall execute and deliver other
documents reasonably required to close this transaction and
implement the terms of this Agreement, including assignments,
deeds, assumption agreements, additional bills of sale and the
like, as well as instruments necessary under operating
agreements (including the Unit Operating Agreement and the
Second Unit Operating Agreement), plans of unitization
(including the Unit Agreement) and Applicable Laws affecting
the Beta Interests to transfer the Beta Interests and related
obligations from Aera to Buyer, and to transfer the Stock from
Aera to Buyer.

7.03. AERA'S CONDITIONS. The obligations of Aera to be performed at
Escrow Opening are subject to the satisfaction or waiver in writing by Aera at
or prior to Escrow Opening, of the following conditions:

(a) REPRESENTATIONS TRUE; PERFORMANCE OF OBLIGATIONS. All
representations and warranties of Buyer contained in this
Agreement shall be true in all material respects at and as of
Escrow Opening as if such representations and warranties were
made at and as of Escrow Opening, and Buyer shall have
performed and satisfied in all material respects all
obligations required by this Agreement to be performed and
satisfied by it at or prior to Escrow Opening.

(b) NO PENDING SUITS. No suit or other proceeding shall be pending
or threatened before any court or Governmental Entity seeking
to restrain, prohibit, or declare illegal, or seeking
substantial damages in connection with, the transactions
contemplated by the Agreement.

(d) REQUIRED BONDS. Buyer shall have delivered to Aera copies of
the Government Bond and all Required Bonds, together with
evidence satisfactory to Aera that all Required Bonds (other
than the Governmental Bond) have been accepted by the
applicable Governmental Entities; and Buyer shall have
delivered to Aera evidence reasonably satisfactory to Aera
that Buyer has otherwise satisfied all requirements of
Applicable Law with respect to transfer of the Stock and the
Beta Interests.

(e) AERA BOND. Buyer shall have delivered the Aera Bond, in the
Security Amount.

(f) H-S-R. All applicable waiting periods, if any, shall have
expired under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements
Act, or early termination of such waiting periods shall have
been granted by the appropriate Governmental Entities.

(g) SWEPI SALE. Buyer shall have delivered to Aera copies of all
Contracts and other documents and instruments, including
escrow arrangements similar to the Escrow Agreement,
evidencing SWEPI's sale and conveyance to Buyer of all of
SWEPI's right, title and interest in and to the Beta Unit, the
OCS Leases, the SPBP Tangible Assets and related interests and
assets.

(h) CONSENTS. Each Consent (other than the MMS Approval and the
CSLC Approval) shall have been obtained and shall be in full
force and effect.

(i) FERC TARIFFS. Buyer shall have adopted all of the existing
FERC tariffs of SPBPC related to the San Xxxxx Bay Pipeline.

(j) INSURANCE. Aera shall have received certificates, dated before
the Escrow Opening Date, from Buyer's insurers certifying (i)
compliance with all of the insurance required by SECTION 11.10
and (ii) that such insurance will be in full force and effect
as of the Effective Time.

(k) ADDITIONAL DOCUMENTS. Buyer shall have delivered or provided
to Aera all Contracts, information, approvals, documents and
instruments (i) required to be delivered or provided by Buyer
pursuant to this Agreement, including SECTION 14.06 and
SECTION 7.02 or (ii) as Aera may have reasonably requested.

(l) ACTIONS. Buyer shall have taken all actions described in
SECTION 7.02 as being required of Buyer.

7.04. BUYER'S CONDITIONS. The obligations of Buyer to be performed at
Escrow Opening are subject to the satisfaction or waiver in writing by Buyer at
or prior to Escrow Opening of the following conditions, any of which may be
waived by Buyer:

(a) REPRESENTATIONS TRUE; PERFORMANCE OF OBLIGATIONS. All
representations of Aera contained in this Agreement shall be
true in all material respects at and as of Escrow Opening as
if such representations were made at and as of Escrow Opening,
and Aera shall have performed and satisfied in all material
respects all agreements required by this Agreement to be
performed and satisfied by it at or prior to the Escrow
Opening.

(d) CERTAIN CONSENTS. SWEPI and Noble shall have waived their
preferential rights with respect to the Beta Interests under
the Unit Operating Agreement, and the Consents of SWEPI and
Noble under the Unit Agreement, the Unit Operating Agreement
and the Second Unit Operating Agreement shall have otherwise
been obtained and shall be in full force and effect.

(e) H-S-R. All applicable waiting periods, if any, shall have
expired under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements
Act, or early termination of such waiting periods shall have
been granted by the appropriate Governmental Entities.

(f) ACTIONS. Aera shall have taken all actions described in
SECTION 7.02 as being required of Aera.

ARTICLE 8. CERTAIN COVENANTS AFTER ESCROW OPENING

After the Escrow Opening, Aera and Buyer shall each take the following
actions:

8.01. MMS APPROVAL; UNWIND.

(a) Buyer shall use all commercially reasonable efforts to cause
the MMS to grant the MMS Approval. Aera agrees to cooperate in
all commercially reasonable ways with Buyer in Buyer's efforts
to obtain the MMS Approval.

(b) If the MMS Approval is not received by the Parties by March
31, 2007, then, in its sole and absolute discretion, Aera may
elect to terminate this Agreement. Following the termination
of this Agreement, the Parties shall notify the MMS of such
termination and request that the previously submitted
application for the MMS Approval be withdrawn. The Parties
shall cooperate with one another to do all other things
necessary to cause the MMS not to grant the MMS Approval. If
the MMS nevertheless grants the MMS Approval, Aera may require
reassignment of (i) all the Beta Interests and/or (ii) the
Stock. The reassignment will be in the manner described in
SECTION 8.04.

8.02. FURTHER ASSURANCES. Buyer and Aera each shall, from time to time
after Escrow Opening and upon reasonable request from the other Party, execute,
acknowledge and deliver in proper form any conveyance, assignment, transfer or
other instrument reasonably necessary to accomplish the purposes of this
Agreement (including the correction of scrivener's errors in the preparation of
documents delivered to the Escrow Agent).

8.03. POST-ESCROW OPENING THIRD-PARTY CONSENTS.

(a) If Aera elects to proceed with the Escrow Opening without all
third-party Consents, Buyer shall proceed diligently after
Escrow Opening to obtain them and promptly provide evidence of
them to Aera.

(b) If any Person (including any Governmental Entity) having a
right to approve or reject assignment of any Beta interest,
SPBP Interests or the Stock by Aera to Buyer in order for
title to transfer does not approve the assignment (except for
the OSLO Approval), or if Buyer does not meet conditions
imposed for approval of any such assignment after Buyer has
made a good faith effort to obtain the approval or permits or
to satisfy the conditions, then Aera may, at any time at or
prior to the Closing and at its sole option elect not to
proceed to the Closing with respect to (i) all the Beta
Interests and/or (ii) all of the Stock.

(c) Buyer will be responsible for all amounts due under Contracts,
including the Related Agreements, as to any Beta Interest or
SPBP Interest that requires approval for assignment, from the
Effective Time forward. This obligation will end only if the
Beta Interests, the SPBP Interests or Stock are not assigned
to Buyer at the Closing.

8.04. ELECTION TO NOT CLOSE; REASSIGNMENT. For any election at or prior
to the Closing by Aera not to close the sale of the Beta Interests or the Stock,
Aera shall instruct the Escrow Agent to return to Aera some or all of the
documents delivered to the Escrow Agent by Aera, or if such documents have been
delivered by the Escrow Agent, Buyer shall execute and deliver to Aera a
reassignment with a special warranty of title (warranting against Claims or
interests arising by, through or under Buyer, but

not otherwise), in a form satisfactory to Aera and sufficient to place Aera in
the same position it occupied before the assignment to Buyer. Buyer's release
and discharge of Aera and its Associated Parties, its covenant not to xxx Aera
or its Associated Parties, and its obligations to indemnify, defend, and hold
Aera and its Associated Parties harmless shall apply to interests that are
reassigned, and the reassignment instrument shall restate Buyer's obligations
with respect to such release, covenant and obligations.

8.05. OPERATIONS AFTER ESCROW OPENING AND BEFORE CLOSING. Between the
Escrow Opening and the Closing, Aera will continue to own and operate the Beta
Interests and to own the Stock; PROVIDED that, upon the occurrence of the
Closing, the sale and transfer of the Beta Interests and the Stock shall be
effective as of the Effective Date.

ARTICLE 9. CLOSING

9.01. CLOSING DATE. Upon receipt by the Parties of the MMS Approval,
the closing out of escrow of the acquisition of the Stock and the Beta Interests
contemplated by this Agreement and the Escrow Agreement (the "CLOSING"), shall
be held at Aera's offices at 00000 Xxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxxx, or at
another place that Aera designates, at 10:00 a.m. local time on the tenth (10th)
Business Day following the receipt by Aera of the MMS Approval; PROVIDED,
HOWEVER, that the Closing (and the transactions so contemplated by this
Agreement) shall in any event be effective as of the Effective Time.

9.02. CLOSING OBLIGATIONS: DELIVERIES. Subject to the satisfaction of
all of the conditions precedent to the Closing set forth in this ARTICLE 9, at
the Closing the following shall occur:

(a) CERTIFICATE OF BUYER. Buyer shall deliver to Aera a
certificate in form and substance satisfactory to Aera,
effective as of the Closing Date and executed by Buyer's duly
authorized officer, certifying as to (i) compliance with the
conditions set forth in SECTION 9.03(a) and as to (ii) the
incumbency and specimen signature of each officer of Buyer
executing this Agreement and the other Transaction Documents
to which Buyer is or is intended to be a party.

(b) CERTIFICATE OF AERA. Aera shall deliver to Buyer a certificate
in form and substance satisfactory to Buyer, effective as of
the Closing Date and executed by Aera's duly authorized
officer, certifying as to (i) compliance with the conditions
set forth in SECTION 9.04(a), and (ii) the incumbency and
specimen signature of each officer of Aera executing this
Agreement and the other Transaction Documents to which Aera is
or is intended to be a party.

(c) THIRD-PARTY CONSENTS. Buyer shall deliver to Aera evidence
reasonably satisfactory to Aera that Buyer has obtained all
required Consents

(including the MMS Approval and except for the CSLC Approval,
for which Buyer will use its best efforts pursuant to SECTION
11.04 to obtain as soon as possible after the Closing).

(d) FINANCIAL SECURITY. Buyer shall deliver to Aera evidence
reasonably satisfactory to Aera of Buyer's ability to perform
fully its financial obligations under this Agreement,
including Abandonment Obligations, together with evidence
reasonably satisfactory to Aera that Buyer has otherwise
satisfied all requirements of Applicable Law with respect to
transfer of the Stock and the Beta Interests. In particular,
Buyer shall deliver to Aera the original counterpart of the
Aera Bond, and true, correct and complete copies of the
Governmental Bond, and all other Required Bonds (including
copies of the MMS Escrow Agreement and the security for the
Abandonment Obligations held thereunder).

(e) OTHER DOCUMENTS, The Parties shall execute and deliver other
documents reasonably required to close this transaction and
implement the terms of this Agreement, including assignments,
deeds, assumption agreements, additional bills of sale and the
like, and to transfer the Stock from Aera to Buyer.

(f) ESCROW CLOSING NOTICE. Aera, Buyer and SWEPI will deliver to
the Escrow Agent the Escrow Closing Notice (as defined in the
Escrow Agreement).

(g) DELIVERIES BY ESCROW AGENT. The Escrow Agent shall deliver to
Buyer, SWEPI, Aera and other Persons, as applicable, the
various Transaction Documents and funds previously delivered
into escrow, in accordance with the terms of the Escrow
Agreement.

(h) DELIVERY OF POSSESSION. Subject to the terms of the Unit
Operating Agreement and other applicable joint operating
agreements, if any, the Related Agreements and this Agreement,
and subject to the provisions of ARTICLE 14 pertaining to
operation of the Beta Unit by Aera until the Turnover Date and
the operation of the San Xxxxx Bay Pipeline by Aera until the
SPBP Turnover Date, Aera shall deliver possession of the Beta
Tangible Assets to Buyer as soon as practicable after the
Closing Date.

9.03. AERA'S CONDITIONS. The obligations of Aera to be performed at the
Closing are subject to the satisfaction or waiver in writing by Aera at or prior
to the Closing, of the following conditions:

(a) REPRESENTATIONS TRUE; PERFORMANCE OF OBLIGATIONS. All
representations and warranties of Buyer contained in this
Agreement shall be true in all material respects at and as of
the Closing as if such representations and warranties were
made at and as of the Closing, and Buyer shall have performed
and satisfied in all material respects all obligations
required by

this Agreement to be performed and satisfied by it at or prior
to the Closing.

(d) REQUIRED BONDS. Buyer shall have delivered to Aera copies of
the Government Bond and all Required Bonds, together with
evidence satisfactory to Aera that the Government Bond and all
Required Bonds have been accepted by the applicable
Governmental Entities; and Buyer shall have delivered to Aera
evidence reasonably satisfactory to Aera that Buyer has
otherwise satisfied all requirements of Applicable Law with
respect to transfer of the Stock and the Beta Interests.

(e) AERA BOND. In the event that Buyer is not required to deliver
the Governmental Bond or the initial amount of the
Governmental Bond is less than the Security Amount, Buyer
shall have delivered to Aera the Aera Bond, in the Security
Amount or such lesser amount as required pursuant to SECTION
11.09.

(g) SWEPI SALE. Buyer shall have delivered to Aera copies of all
Contracts and other documents and instruments evidencing the
closing of SWEPI's sale and conveyance to Buyer of all of
SWEPI's right, title and interest in and to the Beta Unit, the
OCS Leases, the SPBP Tangible Assets and related interests and
assets.

(h) CONSENTS. Each Consent (including the MMS Approval and except
for the CSLC Approval) shall have been obtained and shall be
in full force and effect.

(i) FERC TARIFFS. Buyer shall have adopted all of the existing
FERC tariffs related to the San Xxxxx Bay Pipeline.

(j) INSURANCE. Aera shall have received certificates, dated as of
a date no more than 5 days prior to the Closing Date, from
Buyer's insurers certifying (i) compliance with all of the
insurance required by SECTION 11.10

and (ii) that such insurance has been in full force and effect
from and after the Effective Time.

(k) ADDITIONAL DOCUMENTS. Buyer shall have delivered or provided
to Aera all Contracts, information, approvals, documents and
instruments (i) required to be delivered or provided by Buyer
pursuant to this Agreement, including SECTION 14.06 and
SECTION 8.02 or (ii) as Aera may have reasonably requested.

(l) MMS ESCROW AGREEMENT. The form and substance of the MMS Escrow
Agreement shall have been approved by Aera, Buyer shall have
delivered to Aera evidence acceptable to Aera that Buyer,
Escrow Agent and the MMS have entered into the MMS Escrow
Agreement and the funds or securities to be deposited
thereunder as of the Closing (including the Governmental Bond
or the amount to be used to purchase the Governmental Bond and
other Required Bonds to be delivered to the MMS) (i) shall
have been previously received by the escrow agent or trustee
under the MMS Escrow Agreement, or (ii) shall have been, at
the Closing, transferred by the Escrow Agent to the trustee or
escrow agent under the MMS Escrow Agreement.

(m) ACTIONS. Buyer shall have taken all actions described in
SECTION 9.02 as being required of Buyer.

9.04. BUYER'S CONDITIONS. The obligations of Buyer to be performed at
the Closing are subject to the satisfaction or waiver in writing by Buyer at or
prior to the Closing, of the following conditions:

(a) REPRESENTATIONS TRUE; PERFORMANCE OF OBLIGATIONS. All
representations and warranties of Aera contained in this
Agreement shall be true in all material respects at and as of
the Closing as if such representations and warranties were
made at and as of the Closing, and Aera shall have performed
and satisfied in all material respects all obligations
required by this Agreement to be performed and satisfied by it
at or prior to the Closing.

(c) H-S-R. All applicable waiting periods, if any, shall have
expired under the Xxxx-Xxxxx-Xxxxxx Antitrust Improvements
Act, or early termination of such waiting periods shall have
been granted by the appropriate Governmental Entities.

(d) ADDITIONAL DOCUMENTS. Aera shall have delivered or provided to
Buyer all Contracts, information, approvals, documents and
instruments required to be delivered or provided by Aera
pursuant to this Agreement.

(e) ACTIONS. Aera shall have taken all actions described in
SECTION 9.02 as being required of Aera.

ARTICLE 10. TERMINATION

10.01. EVENTS OF TERMINATION. This Agreement may be terminated at any
time prior to the Closing:

(a) As provided in SECTION 5.02(c); SECTION 6.03(c)(iii) and
SECTION 19.02(b)(iii).

(b) by mutual written consent of Buyer and Aera;

(c) by Aera, if (i) the Escrow Opening has not occurred (other
than through the failure of Aera to comply fully with its
obligations under this Agreement) on or before December 1,
2006 or (ii) the Closing has not occurred on or before March
31, 2007; or

(d) by Aera, with written notice to Buyer if there is a material
violation or breach by Buyer of any covenant, representation,
warranty or obligation contained in this Agreement and such
violation or breach has not been waived by Aera or cured by
Buyer within seven (7) days after receipt of written notice
thereof from Aera.

10.02. EFFECT OF TERMINATION. A Party shall not have the right to
terminate this Agreement under SECTION 10.01 if it is then in breach of this
Agreement. If this Agreement is terminated in accordance with SECTION 10.01,
such termination shall be without liability to either Party, except with respect
to a Party who has willfully breached this Agreement and except that performance
of the obligations contained in this SECTION 10.02 and in SECTIONS 4.09,
19.03(A) and 23.15 shall survive termination of this Agreement. Notwithstanding
the termination of this Agreement or any other provision of this Agreement to
the contrary, the terms of any confidentiality provisions contained in any
Environmental Assessment Agreement, the Site Visit Indemnity Agreement and the
Confidentiality Agreement shall remain in full force and effect.

ARTICLE 11. CERTAIN OBLIGATIONS AFTER CLOSING

After the Closing, Aera and Buyer shall each take the following
actions:

11.01. FILING AND RECORDING. Aera will decide which Party will file or
record the conveyancing documents in the appropriate governmental records. The
recording Party will provide either the original or photocopies of the filed or
recorded document, including the recording data, as agreed by the Parties, to
the non-recording Party.

Buyer shall reimburse Aera for the filing, recording, and other reasonable fees
that Aera incurs if Aera files or records the documents.

11.02. COPIES.

(a) Within forty-five (45) days after the Closing Date, Aera will
deliver to Buyer, at Buyer's cost and request, copies of data
and records relating to the Beta Interests, the SPBP
Interests, the Beta Tangible Assets, the SPBP Tangible Assets
and the Property as agreed by the Parties. Aera is not
obligated to provide copies of any data or records that would
not have been made available to Buyer under SECTION 4.01.
Buyer must advise Aera before the Closing which data and
records that it wants to be copied. If Buyer requests
geophysical data and if Aera is not restricted from releasing
the data to Buyer, Buyer's execution of a licensing agreement
satisfactory to Aera will be a condition of Aera's delivering
the data to Buyer. For the OCS Leases and any other leases
subject to the jurisdiction of the MMS, Aera will sign and
deliver a complete list of the copies of data and records
delivered to Buyer (with omissions noted and explained for
records required under Applicable Law, but which are not
available). Buyer will sign the list and submit it to the MMS
in accordance with Applicable Law.

(b) If originals or the last-remaining copies of any data or
records are provided to Buyer, Aera may have access to them at
reasonable times and upon reasonable notice during regular
business hours for as long as any Beta Interest or any portion
of the SPBP Interests is in effect after the Effective Time
(or until all of the Abandonment Obligations have been fully
satisfied and discharged or a longer period if required by
Applicable Law). Aera may, during this period and at its
expense, make copies of the data and records pursuant to a
reasonable request. Without limiting the generality of the two
preceding sentences, for as long as any Beta Interest or any
portion of the SPBP Interests is in effect after the Effective
Time (or until all of the Abandonment Obligations have been
fully satisfied and discharged or for a longer period if
required by Applicable Law), Buyer may not destroy or give up
possession of any original or last-remaining copy of the data
or records without first offering Aera the opportunity, at
Aera's expense, to obtain the original or a copy. After this
period expires, Buyer must offer to deliver the data and
records (or copies) to Aera, at Aera's expense, before giving
up possession or destroying them.

11.03. FURTHER ASSURANCES. Buyer and Aera each shall, from time to time
after the Closing and upon reasonable request from the other Party, execute,
acknowledge and deliver in proper form any conveyance, assignment, transfer or
other instrument reasonably necessary to accomplish the purposes of this
Agreement (including the correction of scrivener's errors in the preparation of
documents delivered at the Closing).

11.04. POST-CLOSING THIRD-PARTY CONSENTS.

(a) If Aera elects to close without all third-party Consents
(including the CSLC Approval), Buyer shall use its best
efforts and proceed diligently after the Closing to obtain and
promptly provide evidence of them to Aera.

(b) If after the Closing, (i) Buyer breaches or is in default
under any term, condition or obligation under any Transaction
Document or (ii) the CSLC refuses to grant the CSLC Approval
or Buyer, Aera or SPBPC does not meet conditions imposed for
approval of the assignment of, or change of control of the
entity holding, the State Pipeline ROW, then Aera may require
reassignment of the Stock. In the event of such reassignment,
Buyer shall ensure that the Stock and SPBP Tangible Assets are
in the same condition on the reassignment date as they were on
the Closing Date, reasonable wear and tear excepted, free and
clear of all liens, security interests, mortgages, claims and
encumbrances arising by, through or under Buyer or SPBPC,
Notwithstanding such reassignment, the Purchase Price shall
not be adjusted. Aera's rights to reassignment pursuant to
this SECTION 11.04(b) shall end as of the SPBP Turnover Date.

(c) Buyer will be responsible for all amounts due under any
Contract, including the Related Agreements, related to all or
any portion of the Beta Interests, the Stock or any SPBP
Interest that requires approval for assignment, from the
Effective Time forward.

11.05. REASSIGNMENT OF TITLE TO STOCK. For reassignment of the Stock
pursuant to SECTION 11.04, Buyer shall execute and deliver to Aera a certificate
representing the Stock, with an appropriate executed stock power and other
documentation (including a special warranty of title, warranting against Claims
or interests in the Stock arising by, through or under Buyer, but not
otherwise), in a form satisfactory to Aera and sufficient to make Aera the owner
of all of the Stock, free and clear of all liens, claims and encumbrances,
together with resignations of all of SPBPC's officers and directors. Prior to
the Closing, Buyer shall obtain the consent and agreement of any lender or other
Person who may obtain a pledge, lien, security interest or other encumbrance of
any kind with respect to the Stock to release or terminate such pledge, lien,
security interest or other encumbrance with respect to the Stock in the event
that Buyer is required to reassign the Stock pursuant to this Agreement. Buyer's
release and discharge of Aera and its Associated Parties, its covenant not to
xxx Aera or its Associated Parties, and its obligations to indemnify, defend,
and hold Aera and its Associated Parties harmless shall apply to interests that
are reassigned, and the reassignment instrument shall restate Buyer's
obligations with respect to such release, covenant and obligations.

11.06. CSLC APPROVAL AND PIPELINE SUB-OPERATING AGREEMENT.

(a) Buyer acknowledges the position of the CSLC set forth in that
certain letter dated August 16, 2006, from the CSLC to Aera
pertaining to the State Pipeline ROW. Aera cannot assure,
Buyer that the CSLC Approval will be available on terms that
are satisfactory to Aera or to Buyer, and Buyer acknowledges
that Aera (i) may be unwilling or unable to agree to all of
the conditions requested or imposed by the CSLC, and (ii) has
no obligation to admit to or accept additional liability of
any kind or to pay any additional amounts in connection with
the CLSC Approval. Buyer agrees that it will accept all
conditions requested or imposed by the CSLC that are
acceptable to Aera.

(b) Pursuant to the terms and conditions of the Pipeline
Sub-Operating Agreement and during the period after the
Closing and before the receipt of the CSLC Approval, Buyer
shall, as Aera's agent and contract operator, perform and
discharge all of Aera's obligations to SPBPC pursuant to the
Pipeline Operating Agreement.

(c) Prior to the SPBP Turnover Date, in the event that the
Pipeline Sub- Operating Agreement is terminated or in the
event that Aera exercises its right to require a reassignment
of the Stock pursuant to SECTION 11.04(b) or SECTION 14.08,
Aera shall nevertheless continue to act as operator of the San
Xxxxx Bay Pipeline and other SPBP Tangible Assets pursuant to
the Pipeline Operating Agreement, and subject to the
requirements of Governmental Entities having jurisdiction and
the requirements of the CSLC, the MMS and other lessors, as
well as Aera's duties under, among others provisions, Section
2 (Services) and Section 10 (Force Majeure) of the Pipeline
Operating Agreement. As operator under the Pipeline Operating
Agreement, Aera shall never be required to operate the San
Xxxxx Bay Pipeline and other SPBP Tangible Assets in any
unsafe, unsound or imprudent manner, or in violation of, or
non-compliance with, any Applicable Law.

(d) in the event that Aera proposes that a qualified successor
operator take over operation of the San Xxxxx Bay Pipeline and
the other SPBP Tangible Assets pursuant to Section 11 of the
Pipeline Operating Agreement, Aera shall furnish Buyer with
notice thereof, together with information concerning such
potential successor operator's qualifications. Upon the
receipt of Buyer's consent, which shall not be unreasonably
withheld or conditioned, or deemed consent (as provided
below), Aera may terminate the Pipeline Operating Agreement at
the same time such successor operator assumes operation of the
San Xxxxx Bay Pipeline and the other SPBP Tangible Assets, or
assign the Pipeline Operating Agreement to such successor
operator. If Buyer has not responded to

such notice from Aera within thirty (30) days, then Buyer
shall be deemed to have consented to such successor operator.

(e) Notwithstanding the termination of Pipeline Sub-Operating
Agreement prior to the SPBP Turnover Date or Aera's exercise
of its right to require a reassignment of the Stock pursuant
to SECTION 11.04(b) or SECTION 14.08, Aera and Buyer agree
that, after the Closing and effective as of the Effective
Time, the San Xxxxx Bay Pipeline and the other SPBP Tangible
Assets are to be operated for the account of Buyer, and that
all liabilities, risks, costs and expenses associated with the
ownership and operation of such assets and all of the
benefits, revenues, profits and value associated with the
ownership and operation of such assets are for the account of
Buyer. The Parties agree to cooperate in all reasonable ways
to implement this general principle and to enter into such
modifications and amendments to the Pipeline Operating
Agreement, the Pipeline Sub- Operating Agreement and other
agreements as may be necessary to give effect to this
provision. Accordingly, Buyer agrees that (i) Buyer's release
and discharge of Aera and its Associated Parties, its covenant
not to xxx Aera or its Associated Parties, and its obligations
to indemnify, defend, and hold Aera and its Associated Parties
harmless, as more specifically set forth in this Agreement,
shall apply to the San Xxxxx Bay Pipeline and the other SPBP
Interests as though the Stock had not been reassigned and
Buyer were still the owner of the Stock; (ii) Buyer will
provide all credit support and other financial capacity needed
by SPBPC to insure its assets and meet its bonding, insurance
and licensing requirements; and (iii) Buyer shall continue to
make the contributions required by the Sinking Fund Trust
Agreement to fund the Account (as defined in the Sinking Fund
Trust Agreement).

11.07. BUYER'S COMPLIANCE. From and after the Closing, Buyer shall
comply (and with respect to the San Xxxxx Bay Pipeline and the other SPBP
Tangible Assets, shall cause SPBPC to comply) with (a) all Applicable Laws
applicable to Buyer's ownership or operation of the Beta Unit, the Beta Tangible
Interests and the Beta Interests, and to SPBPC's ownership or operation of the
SPBP Tangible Assets and the Property, and with (b) all Related Agreements, in
either case insofar as they concern or pertain to the Beta Interests or the
interests of SPBPC in the SPBP Tangible Assets.

11.08. ALLOCATION OF PROCEEDS, COSTS AND EXPENSES.

(a) All proceeds, receipts, reimbursements, receivables, credits
and income attributable to the Beta Interests, including all
rights to production of Oil and Gas and proceeds from the sale
of such production, to the extent accruing during the period
prior to the Effective Time, shall be for the account of Aera,
as determined pursuant to the Unit Operating Agreement and the
Beta Unit XXXXX. All proceeds, receipts, reimbursements,
receivables, credits and income attributable to the Beta
Interests, including

all rights to production of Oil and Gas and proceeds from the
sale of such production, accruing during the period from and
after the Effective Time, shall be for the account of Buyer,
as determined pursuant to the Unit Operating Agreement and the
Beta Unit XXXXX. For accounts pertaining to the Beta Unit held
by Aera in suspense or escrow at the Effective Time, Aera will
pay in full the royalty accounts, if any, that were suspended
because the amount due is less than the statutory minimum for
payment and, as to all other such accounts, shall retain such
funds and will disburse funds from time to time after the
Closing upon proof satisfactory to Aera that the money is due
to the Person claiming it.

(b) All proceeds, receipts, reimbursements, receivables, credits
and income of SPBPC (net of SPBPC's expenses), as of the
Effective Time, to the extent not distributed to Aera pursuant
to SECTION 6.05 hereof, shall be for Aera's account and shall
be reflected on, and paid to Aera pursuant to, the Final
Settlement Statement. Any cash calls by SPBPC (or other
contributions to the capital of SPBPC) to fund the payment of
accounts payable accruing prior to the Effective Time shall be
for the account of Aera. Any cash calls by SPBPC (or other
contributions to the capital of SPBPC) to fund the payment of
accounts payable accruing at or after the Effective Time shall
be for the account of Buyer.

(c) Except as otherwise provided in this Agreement, Aera will make
all disbursements for (i) payment of charges and invoices for
costs and expenses attributable to the Beta Interests accruing
before the Effective Time and attributable to the Beta
Interests and (ii) payments necessary as the result of sales
of Oil and Gas produced from the Beta Interests occurring
before the Effective Time (including disbursements out of
proceeds held in suspense or escrow); PROVIDED, that all such
disbursements shall be reflected in the Final Settlement
Statements and PROVIDED, FURTHER, that nothing in this SECTION
11.08(c) shall negate or impair Buyer's obligations under
ARTICLE 14 and under ARTICLE 18. Subject to the provisions of
ARTICLE 14 pertaining to operations by Aera until the Turnover
Date, Buyer will be responsible for handling all invoices and
making all payments and disbursements after the Closing, but
if Aera makes any of these payments or disbursements, and such
payments or disbursements are attributable to the time after
the Effective Time, then Buyer shall reimburse Aera for the
amounts paid.

(d) Buyer is aware that Noble has made claims to Aera, as
Operator, in the form of audit exceptions pursuant to one or
more audits that Noble has conducted pursuant to the Unit
Operating Agreement and the Beta Unit XXXXX, and Buyer
acknowledges that Aera has fully informed Buyer as to the
nature and extent of such Claims. Buyer intends to acquire
Noble's interest in the Beta Unit, and Buyer agrees that it
shall make a good faith effort to also acquire such Claims of
Noble (as well as any rights Noble

may have to conduct any future audits and any Claims related
thereto). Notwithstanding anything in this Agreement to the
contrary, if Buyer acquires Noble's interests in the Beta Unit
or in any of Noble's Claims referenced in this SECTION
11.08(d), then pursuant to SECTION 2.02 hereof, Buyer shall
assume all costs and obligations with respect to, release Aera
from and indemnify Aera and all of its Associated Parties
against, any and all Liabilities resulting from any joint
venture audit exceptions that are or may be the subject of any
Claims by one or more of the joint venture parties under the
Unit Operating Agreement, whether or not such Claims resulted
from operations under the Unit Operating Agreement before or
after the Effective Time. If Buyer makes a good faith effort
to acquire Noble's Claims, but fails to do so, Buyer shall
have no such obligation to indemnify Aera with respect to such
Claims that arose prior to the Effective Time; PROVIDED, that
Buyer shall assume all costs and obligations with respect to,
release Aera from and indemnify Aera and all of its Associated
Parties against, any and all Liabilities resulting from any
joint venture audit exceptions that are or may be the subject
of any Claims by one or more of the joint venture parties
under the Unit Operating Agreement, to the extent that such
Claims resulted from operations under the Unit Operating
Agreement after the Effective Time.

All amounts due from one Party to the other under this SECTION 11.08, to the
extent then known and fixed, may be made by debits and credits in the Final
Settlement Statement.

11.09. PLUGGING AND ABANDONING XXXXX AND PLATFORMS; REMEDIATION;
SECURITY FOR BUYER'S OBLIGATIONS.

(a) Buyer recognizes, assumes and covenants to either timely
perform and accomplish properly, or cause to be timely
performed and accomplished properly, in accordance with
Applicable Law and the Related Agreements, all of Aera's
obligations to abandon, restore and remediate the Beta
Interests (including the Beta Tangible Assets) and the
Property affected thereby, and shall cause SPBPC to timely
perform and accomplish properly, or cause to be timely
performed and accomplished properly, in accordance with
Applicable Law and the Related Agreements, all of the
obligations to abandon, restore and remediate, the SPBP
Interests (including without limitation the SPBP Tangible
Assets and all obligations of the lessee under the State
Pipeline ROW) and the Property affected thereby, in each case,
whether arising before or after the Effective Time, including
obligations, as applicable, to:

(i) obtain plugging exceptions in Operator's name for
each Well with a current plugging exception, or
permanently plug and abandon the Well;

(ii) plug, abandon, and if necessary, reabandon each Well;

(iii) remove all equipment and facilities, including
fiowlines, pipelines, and platforms, including
Platform Eureka, Platform Elly and Platform Xxxxx;

(iv) close all pits;

(v) remove or abandon in place, as may be approved or
required by Governmental Entities pursuant to
Applicable Law, the San Xxxxx Bay Pipeline and other
SPBP Tangible Assets; and

(vi) restore the surface, subsurface, seabed and offshore
sites associated with the Beta Tangible Assets, the
SPBP Tangible Assets or the Property (all of the
foregoing in this SECTION 11.09(a), "ABANDONMENT
OBLIGATIONS").

(b) Buyer will pay all costs and expenses associated with the
obligations assumed under SECTION 11.09(a). At the Escrow
Opening, Buyer shall (i) deliver to Escrow Agent and maintain
until Closing a letter of credit, in form and substance
satisfactory to Aera, a cash deposit or U.S. Treasury notes;
(ii) establish an escrow account at a federally-insured
national financial institution; or (iii) obtain and deliver to
Escrow Agent a performance bond or other financial security
substantially in the form of EXHIBIT F attached hereto and
executed and acknowledged by Buyer and an institution
acceptable to Aera, in any case solely with respect to the
Beta Unit and the portion of the San Xxxxx Bay Pipeline
located in federal waters (i.e., not an "area-wide" bond) and
in the amount of Ninety Million and No Hundredths Dollars
($90,000,000.00) ("SECURITY AMOUNT"), to guarantee Buyer's
performance and payment of the Abandonment Obligations (any of
the foregoing types of security described in CLAUSES (i), (ii)
or (iii), in an amount equal to the Security Amount, the "AERA
BOND"). Buyer shall deliver to Escrow Agent the Aera Bond, or
appropriate evidence of the Aera Bond, at Escrow Opening and
upon the Closing, Buyer shall cause the Aera Bond to be
delivered to Aera. The Security Amount was calculated based
upon an estimate of Aera's undivided share of costs related to
the xxxxx, platforms, facilities, pipelines and lands subject
to the plugging and abandonment obligations and the
restoration and remediation obligations assumed by Buyer under
SECTION 11.09(a) that pertain to Beta Tangible Assets and SPBP
Tangible Assets located in federal waters and subject to the
jurisdiction of the MMS (Aera's share of such federal
Abandonment Obligations assumed by Buyer is referred to
hereafter as the "ASSUMED SHARE"). The Aera Bond shall be
maintained by Buyer in full force and effect at all times
until the earlier of (A) the date on which all Abandonment
Obligations have been completely performed and satisfied or
(B) the date Abandonment Obligations expenditures are fully
credited against the penal sum of the Aera Bond, as described
in SECTIONS 11.09(e) and (f) below. At the time of any
subsequent

assignment or transfer of all or any portion of the Beta
Interests or the Stock, Buyer shall ensure that the assignee
or transferee shall execute and deliver to Aera an
acknowledgement and assumption agreement, in form and
substance satisfactory to Aera, recognizing its liabilities
for the Abandonment Obligations and agreeing to continue to
maintain the Aera Bond for so long as the same shall be
required under this Agreement.

(c) If Buyer is required by the MMS to post one or more
performance bonds, a letter of credit, in form and substance
satisfactory to Aera, a cash deposit, U.S. Treasury notes or
other forms of financial security (including any supplemental
bonds) with respect to all or a portion of the Abandonment
Obligations (each such bond, a "GOVERNMENTAL BOND"), upon
furnishing evidence to Aera that the Governmental Bond has
been filed with and accepted by the MMS in accordance with
Applicable Laws, Aera will authorize Buyer to reduce the
Security Amount covered by the Aera Bond by the amount of the
Governmental Bond that is attributable to the Assumed Share
and will execute such instruments of authorization as may be
necessary in order to accomplish such reduction. In the event
that the amount of the Governmental Bond that is attributable
to the Assumed Share is later lowered by the MMS or such bond
is no longer required or otherwise lapses, Buyer shall
restore, increase or deliver a replacement of the Aera Bond so
that the total of (x) the amount of the Governmental Bond
attributable to the Assumed Share and (y) the amount of the
Aera Bond never falls below Ninety Million and No Hundredths
Dollars ($90,000,000.00).

(d) As of the Execution Date, the MMS estimates that abandonment
and decommissioning of the Beta Tangible Assets and the SPBP
Tangible Assets will occur sometime in the period beginning in
2010 and ending in 2015, and the cost of the Abandonment
Obligations that are subject to the jurisdiction of the MMS
will be $126,691,000.00. Notwithstanding such estimate, in the
event that the Governmental Bond is in the form of
interest-bearing U.S. Treasury securities, the MMS may permit
the original principal amount of the Governmental Bond to be
equal to a lesser amount which, when added to the interest
that is expected to accrue thereon during the period from the
Closing until the time of decommissioning of the Beta Tangible
Assets and the SPBP Tangible Assets, will be equal to the
estimated amount of such Abandonment Obligations at the time
such costs will be incurred and paid. In such event and
notwithstanding the requirement of SECTION 11.09(B) that the
Aera Bond shall be not less than the Security Amount, at the
Escrow Opening Aera shall permit the Aera Bond to be an amount
not less than the Assumed Share of Aera's good faith estimate
of the amount of the Governmental Bond furnished at the
Closing; PROVIDED, HOWEVER, that upon the earlier to occur of
(x) the date when the MMS requires that the amount of the
Governmental Bond be increased, or (y) September 30,

2013, the requirement of SECTION 11.09(b) with respect to the
amount of the Aera Bond shall be reinstated and the Aera Bond
shall be maintained thereafter in an amount not less than the
Security Amount, subject, however to later reduction as
provided in SECTIONS 11.09(e) and (f).

(e) Buyer shall maintain accurate records of its actual
expenditures incurred in performing the Abandonment
Obligations, and,shall promptly deliver to Aera reasonably
detailed reports of such expenditures certified by an
independent accounting firm promptly after the end of each
calendar year in which Abandonment Obligations are performed.
For purposes of this Agreement, any expenditures for an
Abandonment Obligation completion of which requires approval
from a Governmental Entity or third party shall not be deemed
expended until the calendar year in which such approval is
obtained. Aera or its authorized representatives may audit
Buyer's records for the purpose of verifying the actual
expenditures incurred in performing the Abandonment
Obligations. Any disputes concerning the amount of such
expenditures or their attribution to performance of
Abandonment Obligations shall be resolved in accordance with
SECTION 18.06 below.

(f) Aera and Buyer shall jointly maintain records of Buyer's
Abandonment Obligations expenditures determined in accordance
with SECTION 11.09(e) above. In such records, Buyer's
expenditures for those Abandonment Obligations covered by the
Governmental Bond in favor of the MMS shall be credited
against the Aera Bond until an amount equal to the penal sum
of the Aera Bond is attained.

(g) Until all Abandonment Obligations have been performed in
compliance with Applicable Law, Buyer shall:

(i) Not request a reduction in the amount of a
Governmental Bond without first consulting with Aera;

(ii) Monitor the value of each Governmental Bond in
accordance with Applicable Law and, in the event that
Buyer determines that the value of any Governmental
Bond is less than the amount required by the MMS,
notify Aera promptly thereof;

(iii) Notify Aera promptly after any proposal or demand by
the MMS to increase or decrease the amount of any
Governmental Bond;

(iv) Furnish to the MMS any additional funds or other
security required in the event that the MMS increases
the required amount of any Governmental Bond, and
furnish Aera with evidence reasonably satisfactory to
Aera of compliance with such requirement;

(v) Notify Aera promptly after receipt of a notice of
forfeiture of any Required Bond received from the MMS
or any other Governmental Entity, including a notice
given pursuant to 30 C.F.R. 250.59(c)(1) or any
similar regulation;

(vi) Request that the MMS give to Aera notice of
forfeiture of any Required Bond given by the MMS
pursuant to 30 C.F.R. 250.59(c)(1) or any similar
regulation;

(vii) So long as any amount of any Governmental Bond and
all other Required Bonds remains available to satisfy
Abandonment Obligations, request that the MMS and
each other Governmental Entity utilize the
Governmental Bonds and other Required Bonds to
satisfy all Abandonment Obligations that Buyer is
unable to perform or satisfy; and

(viii) Not direct, request, suggest or agree that the MMS or
any Governmental Entity make a claim against Aera for
any portion of the Abandonment Obligations that Buyer
is unable to perform or satisfy until all
Governmental Bonds and all Required Bonds and all
other security are first exhausted.

(h) Buyer hereby grants to Aera a continuing security interest in
each Governmental Bond and the proceeds thereof, and any
substitute or replacement security given from time to time, to
secure Buyer's payment and performance of the Abandonment
Obligations. Such security interest shall be senior to all
other liens, security interests, pledges and other
encumbrances other than the pledge by Buyer of the
Governmental Bonds in favor of the MMS to secure payment and
performance of the Abandonment Obligations, and Buyer shall
not grant to any other Person (other than the MMS) a lien,
security interest, pledge or encumbrance that is senior to the
security interest held by Aera and shall cause any creditor of
Buyer (other than the MMS) to execute and deliver to Aera an
instrument subordinating any security interest in the
Governmental Bond held by such creditor to the security
interest granted to Aera. Buyer hereby authorizes Aera to file
financing statements and continuations thereof under the
Uniform Commercial Code to perfect such security interest.
With respect to such security interest, Aera shall have the
rights and remedies of a secured party under the Uniform
Commercial Code. Buyer, its successors and assigns, shall
ensure that Aera, its successors and assigns, has the benefit
of such security interest at all times until the Abandonment
Obligations have been paid and performed in compliance with
Applicable Law.

11.10. INSURANCE. Prior to the Escrow Opening Date, Buyer shall have
made arrangements to purchase and shall, effective with the Effective Time,
thereafter

maintain in full force and effect (a) liability insurance (on a claims made
basis) for sudden and accidental leaks or spills covering Buyer's ownership and
operation of the Beta Tangible Assets and the SPBP Tangible Assets (including
Aera's obligations under any permit, license or other approval granted by any
Governmental Entity pertaining to the Beta Tangible Assets and the SPBP Tangible
Assets and any liability of Aera as a result of being named on or the holder of
such permit, license or approval) in the amount of Fifty Million and No
Hundredths Dollars ($50,000,000) per accident or occurrence with a policy
aggregate totaling Fifty Million and No Hundredths Dollars ($50,000,000) onshore
and offshore, with a deductible not in excess of $1,000,000; and (b) commercial
general liability insurance (on a claims made basis) in the amount of One
Hundred Million and No Hundredths Dollars ($100,000,000) per accident or
occurrence with a policy aggregate totaling One Hundred Million and No
Hundredths Dollars ($100,000,000) onshore and offshore, with a deductible not in
excess of $1,000,000, in each case from insurance carriers having a claims
payment rating of A or better from Standard & Poor's; having an endorsement
naming Aera as the additional insured with severability of interest clause
(cross liability); and waiving subrogation against Aera, each of which shall be
primary as to any other existing, valid and collectible insurance,
self-insurance or fronting policy of insurance of Buyer and/or Aera or its
Affiliates. All such insurance shall be effective as of the Effective Time. Such
insurance shall specifically provide that covered liabilities include those
indemnities and other obligations assumed by Buyer pursuant to ARTICLE 18 below.
Such insurance shall specifically provide that the insurer agrees not to cancel
or materially reduce the insurance coverage without furnishing at least thirty
(30) days' prior written notice to Aera. Such insurance is to remain in effect
until all necessary Governmental Entities and Contract parties have approved the
completion of all Abandonment Obligations assumed by Buyer hereunder. Such
insurance in no way limits Buyer's obligation with respect to any Liabilities or
Claims resulting from Buyer's ownership and operation of the Beta Tangible
Assets and the SPBP Tangible Assets or the Properties, oil spills, abandonment
of xxxxx, facilities and remediation of the surface, subsurface and waters as
required herein or Buyer's obligations and agreements (including indemnity
obligations) under any provision of this Agreement. The forgoing insurance
requirements shall be in addition to, and independent of, any applicable
insurance requirements of any Governmental Entity related to Buyer's direct and
indirect ownership and operation of the Beta Tangible Assets, the San Xxxxx Bay
Pipeline and the other SPBP Tangible Assets.

11.11. PREPARATION OF FINAL SETTLEMENT STATEMENTS.

(a) By the later of 120 days after the Closing, 75 days after the
Turnover Date or 75 days after the SPBP Turnover Date (except
as provided in SECTION 11.11(b)), Aera shall prepare and
deliver to Buyer a settlement statement (whether one or more,
the "FINAL SETTLEMENT STATEMENT"), which shall deduct
royalties, operating expenses, taxes, overhead and other
amounts due to Aera from amounts due to Buyer as provided in
this Agreement, with adjustments as necessary for items
identified after the Closing. Aera may set off any resulting
amount due to Buyer against amounts that Buyer

may otherwise owe to Aera when a Final Settlement Statement is
prepared.

(b) If either the SPBP Turnover Date or the Turnover Date has not
occurred within 120 days after the Closing and the SPBP
Turnover Date and the Turnover Date are more than 30 days
apart, then there shall be two Final Settlement Statements,
each due by 75 days after the applicable turnover date. In the
event that there are to be two Final Settlement Statements,
the first of the two Final Settlement Statements shall address
all matters except for those that cannot be addressed until
after the occurrence of the later of the two turnover dates.

11,12. BUYER'S RESPONSE TO FINAL SETTLEMENT STATEMENTS. Buyer shall
respond in writing with objections and proposed corrections within thirty (30)
days after receiving a Final Settlement Statement. If the Parties cannot resolve
their differences within ninety (90) days after Aera's receipt of Buyer's
objections, then the alternate-dispute-resolution and arbitration procedures of
this Agreement shall be triggered. If Buyer does not respond to a Final
Settlement Statement by signing or objecting in writing within the thirty (30)
day period, the statement shall be deemed approved by Buyer. After approval of a
Final Settlement Statement, Aera shall send a check or invoice, as the case may
be, to Buyer for the net amount due to Buyer or from Buyer, respectively. If
payment is not made within thirty (30) days of Buyer's receiving the invoice,
the amount due may, at Aera's option, bear interest at a rate of twelve percent
(12%) per annum, compounded daily, or the maximum lawful rate, whichever is
less, from the date of Buyer's receipt of the invoice until paid. Inquiries,
objections and proposed corrections regarding the Final Settlement Statement
must be in writing, addressed to:

Aera Energy LLC
P. O. Xxx 00000
Xxxxxxxxxxx, XX 00000-0000
Attention: Energy & Planning Department,
Strategic Development Group

ARTICLE 12. TAXES, COSTS, AND FEES

12.01. REAL PROPERTY TAXES. Ad valorem taxes (including
production-based ad valorem taxes), real property taxes, and similar obligations
imposed on the Beta Interests or the Property according to their value ("REAL
PROPERTY TAXES") will be apportioned between Aera and Buyer as of the Effective
Time. Whether the Beta Interests are valued based on the previous year's
production or any other basis, Buyer is obligated to pay the current year's ad
valorem tax assessment and all subsequent Real Property Taxes, subject to the
following apportionment provisions. The basis of the apportionment will be the
assessment for the tax year in which the Effective Time occurs or, if that
assessment is not known, then the basis of the apportionment will be the
assessment for the previous tax year. Buyer will be responsible for all Real
Property Taxes and interest that are applied to the Beta Interests retroactively
after the

Effective Time. The Parties agree that all Liability with respect to Real
Property Taxes applicable to the SPBP Tangible Assets shall be the continuing,
exclusive obligation of SPBPC, and there shall be no apportionment of any such
Liability hereunder.

12.02. PRODUCTION TAXES. All taxes (other than Real Property Taxes and
income taxes) imposed on or with respect to the production of Oil, Gas, or other
hydrocarbons or minerals, or the receipt of proceeds from their sale (including
severance, production, and excise taxes) attributable to the Beta Interests will
be apportioned between the Parties as of the Effective Time. Aera will be
responsible for paying or withholding all such taxes that have accrued before
the Effective Time and for filing all statements, returns, and documents
pertinent to them. Buyer will be responsible for paying or withholding all such
taxes that accrue or are applied retroactively after the Effective Time; for
filing all statements, returns, documents incident to them; and for obtaining
reimbursements, if any, relating to those taxes.

12.03. OTHER TAXES. Buyer will pay, all applicable state and local
sales taxes, use taxes, gross receipts taxes, business license taxes, other
taxes (except taxes imposed by reason of income to Aera), and fees. Buyer will
pay all state and local taxes, including penalty and interest, if any, assessed
after the Effective Time against either Party with respect to this transaction
or, if paid by Aera, Buyer will promptly reimburse Aera for amounts paid. Buyer
will pay all documentary stamp taxes and documentary transfer taxes. For
tangible personal property located in California that Buyer intends to be used
in offshore waters, Buyer agrees to execute the California Sales Tax Exemption
set forth in EXHIBIT M.

ARTICLE 13. OIL IN STORAGE, PROCEEDS, COSTS, EXPENSES, CLAIMS, AND
DISBURSEMENTS

13.01. OIL IN STORAGE.

(a) All Oil in storage at the Effective Time, including working
inventory, attributable to the Beta Interests, shall belong to
Aera. Subject to Buyer's payment for such Oil as set forth
below, title to Oil in storage that was produced from the Beta
Unit and is attributable to the Beta Interests will transfer
to Buyer at the Closing, but effective as of the Effective
Time.

(b) All Oil in the SPBP Tangible Assets downstream of the LACT
Unit on Platform Elly at the Effective Time, including Oil in
stock tanks, wash tanks, heater treaters, flowlines, and
pipelines, shall belong to Aera. At the Effective Time, Aera
will either run or gauge the Oil in storage with respect to
the Beta Unit. At the Escrow Opening, Buyer will pay to the
Escrow Agent, and at the Closing, Buyer will cause the Escrow
Agent to pay to Aera an amount equal to $750,000.00, which
amount is agreed to be a good faith estimate of the value of
Aera's Oil in storage and in pipelines as of the Effective
Time (the "INVENTORY CLOSING AMOUNT"). Such amount shall be
subject to adjustment after the Closing in the

preparation of a Final Settlement Statement to account for the
difference between the value of (x) the actual amount of Oil
in storage and attributable to the Beta Interests and the
value of such Oil (determined pursuant to SECTION 13.01(d)),
and (y) the amount of the Inventory Closing Amount.

(c) Aera will use measured Oil inventories in a Final Settlement
Statement, if available or, if not available, then estimated
Oil inventories. The estimates will be based on the average
month-end inventories of the three (3) most recent calendar
months prior to the Effective Time. If there is a difference
between the value of the estimated Oil in storage and the
value of inventories run or gauged at the Effective Time, Aera
may include the difference in a Final Settlement Statement.

(d) Oil inventories will be priced, at Aera's option, at either
(i) the average of the two highest prices, as determined by
Aera, posted by other purchasing companies in the field or
locality where the Beta Interest is located, for Oil of like
grade and gravity, in effect at the Effective Time; or (ii)
the average, actual price received from the sale of Oil
shipped from the Beta Unit by Buyer during the month in which
the Effective Time occurs.

13.02. NOTICE TO REMITTERS OF PROCEEDS. After the Closing, Aera will
make reasonable efforts to notify all remitters of proceeds from the sale of Oil
and Gas production attributable to the Beta Interests to advise them of this
transaction. Aera is responsible for obtaining from the remitters revenues
accrued before the Effective Time, and Buyer is responsible for obtaining from
the remitters revenues accruing after the Effective Time. The Parties will
inform the remitters that the sale of the Beta Interests has closed by
letter-in-lieu-of-transfer order or other documents required by each remitter.

13.03. RESERVATION OF CLAIMS. At the Closing, Aera shall reserve all
Claims, accounts receivable and rights of any kind concerning the Beta Interests
or Properties against third Persons, which Claims, accounts receivable or rights
accrue before the Effective Time (including those against overriding royalty
owners, royalty owners, working-interest owners, and Oil or Gas purchasers),
whether discovered before or after the Effective Time or the Closing, whichever
is later.

13.04. RESERVATION OF RESERVED PRODUCTION PAYMENT; COMPUTATION OF STOCK
PURCHASE PRICE. In the Assignment and Xxxx of Sale, Aera shall reserve and
except from the assignment of the Beta Interests a dollar-denominated production
payment (the "RESERVED PRODUCTION PAYMENT"), payable solely from the Oil
production attributable to the Xxxxx drilled from Platform Eureka and
attributable to the Beta Interests. The Reserved Production Payment is payable
from and after Payout. The Parties agree to rely on the Oil production reported
by Buyer, in good faith, to the MIS and subject to the following terms, in
establishing the time that Payout occurs.

(a) Platform Eureka currently has no meter to measure Oil produced
and shipped from Platform Eureka. Oil shipped to Platform Elly
from Platform Eureka shall be metered there in accordance with
a protocol developed by Buyer and approved in writing by Aera;
PROVIDED that, if and when dehydration equipment is installed
and used on Platform Eureka, Oil produced from Platform Eureka
shall be measured on Platform Eureka.

(b) All such methods used by Buyer to measure Oil production from
Platform Eureka shall be subject to review and approval by
Aera in its reasonable discretion. In addition, Aera will have
the right from time to time to require that the meters and/or
other equipment utilized for such measurement be tested at
reasonable intervals and Aera will have the right to witness
such metering, all in accordance with procedures to be agreed
upon by the Parties acting in good faith.

(c) Aera, upon notice in writing to Buyer, will have the right to
audit Buyer's accounts and records relating to the payment of
the Reserved Production Payment and the Stock Purchase Price
and/or the computation of Oil production from Platform Eureka,
and any other records relating to the determination of the
amounts due hereunder.

ARTICLE 14. POST-CLOSING OPERATIONS BY AERA

If the Closing occurs, the provisions of this Article 14 shall apply,
as to matters before and after the Closing Date, as more particularly set forth
in this Article 14:

14.01. OPERATION BY AERA.

(a) Section 10.1 of the Unit Operating Agreement designates Shell
Oil Company as the unit operator, and Aera is the
successor-in-interest to Shell Oil Company as unit operator
under the Unit Operating Agreement (Aera, in such capacity,
the "UNIT OPERATOR"). Aera will continue to act as Unit
Operator until the first day of the month following the month
in which the later of the following occurs;

(i) each of (A) the Closing (prior to which Buyer shall
have obtained the MMS Approval and all other
regulatory approvals and permits and satisfied all
requirements of financial security in connection with
the ownership and operation of the Beta Interests);
(B) Aera's determination that Buyer (or the successor
operator) is capable of fulfilling the obligations of
the Unit Operator; and (C) Buyer's (or another
Person's) election as successor Operator of the Beta
Interests under the Unit Operating Agreement; or

(ii) any other events or actions as may be required by
Applicable Law, subsequent to the occurrence of all
conditions specified in CLAUSE (i) immediately above;

PROVIDED, HOWEVER, that Aera may, in its sole and
absolute discretion, elect to waive one or more of
the foregoing requirements and turn over operation of
the Beta Unit prior to the time that would otherwise
apply under this SECTION 14.01(a).

The date on which Aera ceases to act as Unit Operator is referred to
herein as the "Turnover DATE". As soon as practicable after the
Turnover Date, operations will be turned over to, and become the
responsibility of, Aera's successor as Unit Operator. Aera is not
obligated to obtain Buyer's approval of any aspect of operations while
it operates the Beta Interests. Notwithstanding anything to the
contrary in this Agreement, Aera may cancel its applicable governmental
permits at any time after the Turnover Date and for any reason after it
ceases to operate the Beta Interests.

(b) Pursuant to the Pipeline Operating Agreement, Aera acts as
Operator of the San Xxxxx Bay Pipeline and other SPBP Tangible
Assets. Aera will continue to act as Operator thereof until
later to occur of (i) the Turnover Date or (ii) such other
time, following Buyer's receipt of the OSLO Approval and all
other regulatory approvals and permits and satisfying all
requirements of financial security in connection with the
ownership and operation of the San Xxxxx Bay Pipeline, as Aera
may elect in its sole and absolute discretion (the "SPBP
TURNOVER DATE"). As soon as practicable after the SPBP
Turnover Date, operation of the San Xxxxx Bay Pipeline will be
turned over to, and become the responsibility of, Aera's
successor as Operator. Aera is not obligated to obtain Buyer's
approval of any aspect of operations while it operates the San
Xxxxx Bay Pipeline and other SPBP Tangible Assets.
Notwithstanding anything to the contrary in this Agreement,
Aera may cancel its applicable governmental permits at any
time after the SPBP Turnover Date and the turnover of
operation of the San Xxxxx Bay Pipeline and other SPBP
Tangible Assets.

(c) Pursuant to the Pipeline Sub-Operating Agreement, Buyer shall
act as Aera's agent and contract operator and shall perform
and discharge Aera's obligations to SPBPC pursuant to the
Pipeline Operating Agreement.

14.02. BETA CHARGES TO BE PAID BY BUYER. For the period of operation by
Aera, as Unit Operator, after the Effective Time and before the Turnover Date,
Buyer will pay Aera as follows:

(a) the actual costs and expenses of operation and maintenance and
other miscellaneous costs and expenses incidental to the
operation, protection, and maintenance of the Beta Unit, but
excluding costs under SECTION 14.02(b), as determined under
the Unit Operating Agreement and the Beta Unit XXXXX; plus

(b) reimbursement for workover costs, plugging, abandoning, and
reabandoning costs, and other major costs incurred by Aera
incidental to the operation, protection, and maintenance of
the Beta Unit, as determined under the Unit Operating
Agreement and the Beta Unit XXXXX; plus

(c) overhead, as determined under the Unit Operating Agreement and
Beta Unit XXXXX. Generally, this will be at a rate equal to
fifteen percent (15%) of the sum of the amounts under SECTIONS
14.02(a) and (b) above.

These charges shall be billed monthly in accordance with the Unit
Operating Agreement and the Beta Unit XXXXX, and charges for the final month of
operation by Aera, as Unit Operator, shall be included in a Final Settlement
Statement.

14.03. SPBPC CHARGES TO BE PAID BY BUYER. For the period of operation
by Aera, as operator under the Pipeline Operating Agreement (excepting any
period in which Buyer is operating the San Xxxxx Bay Pipeline and other SPBP
Tangible Assets under the Pipeline Sub-Operating Agreement), after the Effective
Time and before the SPBP Turnover Date, Buyer will pay or cause to be paid to
Aera as follows:

(a) operation and maintenance expenses and other miscellaneous costs
and expenses incidental to the operation, protection, and maintenance of the San
Xxxxx Bay Pipeline and other SPBP Tangible Assets; plus

(b) reimbursement for additional expenses and costs of Aera pursuant to
the Cash Management Agreement, it being understood that SPBPC and Aera Energy
LLC will continue to operate pursuant to the Cash Management Agreement until it
is terminated pursuant to this Agreement; plus

The Parties expect that SPBPC will continue to collect its pipeline
tariff and be the primary source of funds for paying the amounts under SECTIONS
14.03(a)-(c). The Cash Management Agreement will provide liquidity or hold
surplus funds until the Closing. The balance of charges and funds provided
pursuant to the Cash Management Agreement may, at Aera's election, be billed
monthly if the balance is more than $50,000, otherwise the balance will be
rolled forward. The amount of any unbilled balance at the time of the Closing
shall be included in a Final Settlement Statement and paid in connection with
the settlement thereunder.

14.04. RISK OF LOSS.

(a) Unless this Agreement is terminated as to a Beta Interest or a
SPBP Interest, the risk of loss for damage to or destruction
of the Beta Tangible Assets, the SPBP Tangible Assets or any
of the Property associated therewith will pass from Aera to
Buyer as of the Effective Time,

INCLUDING DAMAGE OR DESTRUCTION RESULTING IN WHOLE OR IN PART
FROM THE NEGLIGENCE OR STRICT LIABILITY OF AERA OR ITS
ASSOCIATED PARTIES. Damage to, or destruction of, any of the
Beta Tangible Assets, the SPBP Tangible Assets or any of the
Property will not be cause for Buyer to delay Escrow Opening
or the Closing or terminate this Agreement.

(b) Aera and Purchaser each expressly waive the provisions of
California Civil Code Section 1662 and hereby agree that the
provisions of this Agreement shall govern the Parties'
obligations in the event of any damage or destruction to the
Beta Tangible Assets, the SPBP Tangible Assets or any of the
Property or the taking of all or any part of the Property, as
applicable.

14.05. SELECTION OF OPERATOR. Aera may elect to poll the Other WI
Owners under the Unit Operating Agreement, the Second Unit Operating Agreement
or Unit Agreement before the Closing to select a successor Operator of the Beta
Unit. The poll may require that Aera will not resign as Operator unless the
Closing occurs. Aera may resign as Operator under Applicable Law if Buyer does
not diligently pursue its designation as Operator of the Beta Unit that it will
operate. If Aera does not poll such parties prior to the Closing, then Buyer
shall do so immediately after the Closing. Buyer's selection as Operator,
whether under the Unit Operating Agreement, the Second Unit Operating Agreement
or Unit Agreement or pursuant to Applicable Law, is not a condition of Buyer's
performance under this Agreement.

14.06. CHANGE OF OPERATOR.

(a) Unless otherwise provided by Applicable Law, or any Related
Agreement, promptly after the Execution Date, Buyer shall
apply for and use commercially reasonable efforts to obtain
all regulatory approvals and permits and satisfy all
requirements of financial security to operate the Beta
Interests either that it will operate or for which it intends
to stand for election as Operator.

(b) Unless otherwise provided by Applicable Law, or any Related
Agreement, promptly after the Execution Date, Buyer shall
apply for and use commercially reasonable efforts and obtain,
in its own name or in the name of SPBPC, all regulatory
approvals and permits and satisfy all requirements of
financial security to operate the San Xxxxx Bay Pipeline and
other SPBP Tangible Assets.

(c) Buyer shall deliver all copies or other evidence of compliance
with this SECTION 14.06 to Aera before the Turnover Date and
the SPBP Turnover Date, as applicable.

14.07. CHANGE OF OPERATOR DOCUMENTATION, After the Execution Date,
Buyer shall deliver to Aera evidence reasonably satisfactory to Aera of the
following:

(a) that Buyer has complied with the requirements of all
Applicable Laws relating to the transfer of operatorship of
the Beta Unit, including those regarding the assumption of
responsibility for the Abandonment Obligations, including
plugging and abandoning of each Well, Platform Eureka,
Platform Elly, Platform Xxxxx and each other platform and
facility that is included in the applicable Beta Interests or
located on the Property;

(b) that Buyer has complied with the requirements of all
Applicable Laws relating to the transfer of operatorship the
San Xxxxx Bay Pipeline and the other SPBP Tangible Assets,
including those regarding the assumption of responsibility for
those Abandonment Obligations pertaining to the San Xxxxx Bay
Pipeline and the other SPBP Tangible Assets;

(c) that each appropriate bond, surety letter, letter of credit,
other financial security or Required Bond has been accepted by
the relevant Governmental Entities in respect of the change of
operator of the Beta Unit and the San Xxxxx Bay Pipeline and
other SPBP Tangible Assets;

(d) that Buyer, to the extent possible under Applicable Law,
obtained all necessary permits or transfers of permits to
operate the Beta Interests and the Property; and

(e) that Buyer (or SPBPC, as applicable) has, to the extent
possible under Applicable Law, obtained all necessary permits
or transfers of permits to operate the San Xxxxx Bay Pipeline
and related SPBP Tangible Assets and the Property.

if Buyer is unable, on or prior to the Escrow Opening Date, to deliver to Aera
evidence reasonably satisfactory to Aera of any of foregoing in this SECTION
14.07, then at the Escrow Opening, Buyer shall notify Aera in writing and in
reasonable detail of the extent to which, and the reasons why, Buyer has not
then satisfied any of the foregoing.

14.08. REASSIGNMENT OF TITLE TO STOCK. If the SPBP Turnover Date has
not occurred by March 31, 2008, then, unless Aera has already exercised such
right (as contemplated by SECTION 11.04(b)), Aera may require, in its sole and
absolute discretion, reassignment of all of the Stock. Reassignment of the Stock
will be in the manner and on the terms and conditions described in SECTION 11.05
and SECTION 11.06.

14.09. REMOVAL OF SIGNS.

(a) Aera may either remove its name and signs from the Beta
Tangible Assets and the Property or require Buyer to do so. If
Aera's name or signs remain on the Beta Tangible Assets or
Property after Aera ceases to be Operator and Buyer has become
Operator, Buyer must (a) remove any

remaining signs and references to Aera promptly, but no later
than the time required by Applicable Law or forty-five (45)
days after Aera ceases to be Operator, whichever occurs first,
(b) install signs complying with Applicable Laws, including
signs showing Buyer as Operator of the Beta Unit, and (c)
notify Aera of the removal and installation. Aera reserves a
right of access to any Property after it ceases to be Operator
to remove its signs and name from all Xxxxx, platforms,
facilities and Properties, or to confirm that Buyer has done
so for the Beta Unit. If Aera removes signs because Buyer has
not done so, Aera will charge its costs to Buyer, and Buyer
will pay Aera's invoice within fifteen (15) days after
receipt.

(b) Aera may either remove its name and signs from the San Xxxxx
Bay Pipeline and any other SPBP Tangible Assets and any
Property, or may require Buyer to do so. If Aera's name or
signs remain on any SPBP Tangible Assets or any Property after
Aera ceases to be Operator and Buyer has become Operator,
Buyer shall (a) remove any remaining signs and references to
Aera promptly, but no later than the time required by
Applicable Law or forty-five (45) days after Aera ceases to be
Operator, whichever occurs first, (b) install signs complying
with Applicable Laws, including signs showing Buyer as
Operator of any SPBP Tangible Assets, and (c) notify Aera of
the removal and installation. Aera reserves a right of access
to any Property after it ceases to be Operator to remove its
signs and name from all SPBP Tangible Assets and the Property,
or to confirm that Buyer has done so. If Aera removes signs
because Buyer has not done so, Aera will charge its costs to
Buyer, and Buyer will pay Aera's invoice within fifteen (15)
days after receipt.

ARTICLE 15. EMPLOYEES AND PERSONNEL

15.01. OFFERS OF EMPLOYMENT.

(a) Buyer may select and offer employment with Buyer to all or a
portion of those employees of Aera Energy Services Company
("AERA SERVICES") located at Platform Eureka, Platform Elly
and Platform Xxxxx, who are identified on a list to be
provided by Aera within ten (10) days after the Execution Date
(the "PROSPECTIVE EMPLOYEES"). Buyer's offers of employment to
the selected Prospective Employees shall be made in writing
and shall be made during a "HIRING PERIOD" beginning on the
date of this Agreement and ending on the 15th day after the
Closing Date. Such offers may impose a ten-day deadline for
response, so long as the deadline for response is within the
Hiring Period. The date as of which employment with Buyer is
to begin in accordance with all such offers shall be the
Turnover Date. Buyer may require that each Prospective
Employee submit a formal application for employment. Buyer
shall have no obligation under this Agreement to employ any
Prospective Employee. Those Prospective Employees who accept
Buyer's employment offers and

become employees of Buyer on the Turnover Date are the
"AFFECTED EMPLOYEES." Neither Aera nor Aera Services makes any
representation or warranty, express or implied, regarding the
qualifications, capabilities or fitness for duty of any of the
Affected Employees. The Prospective Employees who do not
become Affected Employees are the "REMAINING EMPLOYEES."
Nothing in this Agreement shall affect Buyer's right to
terminate the employment of any Affected Employee on or after
the date he or she becomes an employee of Buyer, with or
without cause, or Aera Service's right to terminate the
employment of any Prospective Employee or Remaining Employee,
before or after the Turnover Date.

(b) Buyer shall control and be responsible for the process of
selecting from the Prospective Employees those Prospective
Employees to whom Buyer makes an offer of employment.

15.02. WARN ACT INDEMNIFICATION. Buyer shall indemnify Aera and each of
its Affiliates (including Aera Services) against all liabilities arising out of
the notification or other requirements of the Worker Adjustment and Retraining
Notification Act of 1988, as amended ("WARN ACT"), with respect to the Affected
Employees in connection with actions taken by Buyer on or after the Closing
Date.

15.03. GENERAL EMPLOYEE PROVISIONS.

(a) If any of the arrangements described in this ARTICLE 15 are
determined by the U.S. Internal Revenue Service or other
applicable Governmental Entity, or by a court of competent
jurisdiction, to be prohibited by Applicable Law, Aera and
Buyer shall modify such arrangements to as closely as possible
retain the intent and economic benefits and burdens of the
parties as reflected herein in a manner which is not
prohibited by Applicable Law.

(b) As soon as reasonably practicable after the Closing Date, and
to the extent required for Buyer to comply with the terms of
this ARTICLE 15, Aera will cause Aera Services to provide to
Buyer a list of all Affected Employees' length of service used
under the employee benefit plans or policies of Aera or its
Affiliates as of the Closing Date.

(c) In the event that Buyer hires any Remaining Employee within
six (6) months after he or she terminates employment with Aera
Services, Buyer shall notify Aera of such event and shall
reimburse Aera for any severance pay paid by Aera or Aera
Services to such Remaining Employee as soon as possible after
the hire date.

ARTICLE 16. PREFERENTIAL RIGHT TO PURCHASE OIL

Aera will not reserve any preferential right to purchase Oil produced
from the Beta Interests after the Effective Time.

ARTICLE 17. PREFERENTIAL RIGHT TO PURCHASE GAS

Aera will not reserve any preferential right to purchase Gas, produced
from the Beta Interests after the Effective Time.

ARTICLE 18. BUYER'S RELEASE, DISCHARGE, AND COVENANT NOT TO XXX;
BUYER'S OBLIGATIONS TO INDEMNIFY, DEFEND, AND HOLD HARMLESS;
DISPUTE RESOLUTION

18.01. BUYER'S RELEASE AND DISCHARGE OF AERA AND ITS ASSOCIATED
PARTIES. Buyer releases and discharges Aera and its Associated Parties from each
Claim and Liability relating to the SPBP Interests (including the SPBP Tangible
Assets), the Beta Interests (including the Beta Tangible Assets), the Stock,
SPBPC, the Property and the transactions contemplated hereby (including all
Abandonment Obligations), regardless of when or how the Claim or Liability arose
or accrued, or arises or accrues, or whether the Claim or Liability is
foreseeable or unforeseeable. BUYER'S RELEASE AND DISCHARGE OF AERA AND ITS
ASSOCIATED PARTIES INCLUDE CLAIMS AND LIABILITIES RESULTING IN ANY WAY FROM THE
NEGLIGENCE OR STRICT LIABILITY OF AERA OR ITS ASSOCIATED PARTIES, WHETHER THE
NEGLIGENCE OR STRICT LIABILITY IS ACTIVE, PASSIVE, JOINT, OR CONCURRENT. The
only exception to Buyer's release and discharge of Aera and its Associated
Parties is stated in SECTION 18.04(c), and the release and discharge are binding
on Buyer and its successors and assigns.

18.02. BUYER'S COVENANT NOT TO XXX AERA OR ITS ASSOCIATED PARTIES.
Buyer covenants not to xxx Aera or its Associated Parties with regard to any
Claim or Liability relating to the SPBP Interests (including the SPBP Tangible
Assets), the Beta Interests (including the Beta Tangible Assets), the Stock,
SPBPC, the Property, and the transactions contemplated hereby (including any
Abandonment Obligations), regardless of when or how the Claim or Liability arose
or accrued, or arises or accrues, or whether the Claim or Liability is
foreseeable or unforeseeable. BUYER'S COVENANT NOT TO XXX AERA OR ITS ASSOCIATED
PARTIES INCLUDES CLAIMS AND LIABILITIES RESULTING IN ANY WAY FROM THE NEGLIGENCE
OR STRICT LIABILITY OF AERA OR ITS ASSOCIATED PARTIES, WHETHER THE NEGLIGENCE OR
STRICT LIABILITY IS ACTIVE, PASSIVE, JOINT, OR CONCURRENT. The only exception to
Buyer's covenant not to xxx Aera or its Associated Parties is stated in SECTION
18.04(c), and the covenant is binding on Buyer and its successors and assigns.

18.03. BUYER'S OBLIGATIONS TO INDEMNIFY, DEFEND, AND HOLD AERA AND ITS
ASSOCIATED PARTIES HARMLESS. Buyer will indemnify, defend, and hold harmless
Aera

and its Associated Parties for, and will pay to Aera the amount of, each Claim
and Liability relating to, arising, directly or indirectly, from or in
connection with:

(a) any breach of any representation or warranty made by Buyer in
this Agreement, the Assignment and Xxxx of Sale or any other
certificate or document delivered by Buyer pursuant to this
Agreement;

(b) any breach by Buyer of any covenant or obligation of Buyer in
this Agreement, the Assignment and Xxxx of Sale or any other
certificate or document delivered by Buyer pursuant to this
Agreement; and

(c) the SPBP Interests (including the SPBP Tangible Assets), the
Beta Interests (including the Beta Tangible Assets), the
Stock, SPBPC, the Property, and the transactions contemplated
hereby (including all Abandonment Obligations),

regardless of when or how the Claim or Liability arose or accrued, or arises or
accrues, or whether the Claim or Liability is foreseeable or unforeseeable.

BUYER'S OBLIGATIONS TO INDEMNIFY, DEFEND, AND HOLD AERA AND ITS ASSOCIATED
PARTIES HARMLESS INCLUDE CLAIMS AND LIABILITIES RESULTING IN ANY WAY FROM THE
NEGLIGENCE OR STRICT LIABILITY OF AERA OR ITS ASSOCIATED PARTIES, WHETHER THE
NEGLIGENCE OR STRICT LIABILITY IS ACTIVE, PASSIVE, JOINT, OR CONCURRENT. The
only exception to Buyer's obligations to indemnify, defend, and hold Aera and
its Associated Parties harmless is stated in SECTION 18.04(c), and the
obligations are binding on Buyer and its successors and assigns.

18.04. BUYER'S OBLIGATIONS.

(a) In each instance of Buyer's obligations to release, discharge,
indemnify, defend, and hold Aera and its Associated Parties
harmless and its covenant not to xxx Aera or its Associated
Parties, the Claims and Liabilities subject to the obligations
include the following:

(i) the ownership of the Stock and the Beta Interests by
Aera or its Associated Parties, the operation of the
Beta Tangible Assets, Beta Interests, SPBP Tangible
Assets, the Property and SPBPC by Aera or its
Associated Parties, and the acts or omissions of Aera
or its Associated Parties in connection with the
SPBPC, the Beta Interests, the SPBP Tangible
Interests, the Property or the Related Agreements,
whether arising or accruing before or after the
Effective Time.

(ii) the ownership of the Stock and the Beta Interests by
Buyer, the operation of the Beta Interests, Beta
Tangible Assets, SPBP Tangible Assets, the Property
and SPBPC by Buyer or its

Associated Parties, and the acts or omissions of
Buyer or its Associated Parties in connection with
the SPBPC, the Beta Interests, the SPBP Tangible
Interests, the Property or under this Agreement or
the Related Agreements, whether arising or accruing
before or after the Effective Time.

(iii) the acts or omissions of third Persons relating to
SPBPC, the SPBP Tangible Interests, the Property or
the Beta Interests.

(b) Buyer's obligations under this Agreement to release,
discharge, indemnify, defend, and hold Aera and its Associated
Parties harmless and its covenant not to xxx Aera or its
Associated Parties include Claims and Liabilities arising in
any manner from the following:

(i) preferential and similar rights held by PRP Holders
to purchase any portion of the Beta Interests;

(ii) the review, inspection and assessment of the SPBP
Interests, SPBPC, the Beta Interests and the Property
by Buyer and its Associated Parties;

(iii) any error in describing the SPBP Interests, SPBPC,
the Beta Interests or the Property, or any error in
the conveyancing instruments;

(iv) rights and obligations of the Parties or third
Persons under the Related Agreements;

(v) closing without a Consent;

(vi) failure by third Persons to approve or consent to any
aspect of this transaction after Escrow Opening;

(vii) obligations to plug and abandon Xxxxx and platforms
and remediate the Beta Tangible Assets, the SPBP
Tangible Assets and the Property;

(viii) payment of Real Property Taxes or other taxes
applicable to any of the SPBP Interests, SPBPC, the
Stock, the Beta Interests and any Property;

(ix) payments or disbursements paid or payable by Aera or
Buyer to third Persons;

(x) a physical or environmental condition relating to the
SPBP Tangible Assets, SPBPC, the Beta Tangible Assets
or any Property,

including Claims and Liabilities under the
Environmental Laws, or failure to comply with the
Environmental Laws;

(xi) remediation activities, including damages incurred by
Buyer or its Associated Parties during or arising
from remediation activities;

(xii) lawsuits filed before the Effective Time, but amended
after the Effective Time to include SPBPC, the SPBP
Interests, the Stock, the Beta Interests or Property
or Aera's ownership of or activities regarding the
Stock, SPBPC, the SPBP Interests, the Beta Interests
or Property; and

(xiii) obligations to inspect (including any pigging
operation) or to repair or recondition any of the
SPBP Tangible Assets.

(c) Buyer's obligations to indemnify, defend, and hold Aera and
its Associated Parties harmless do not apply, however, to:

(i) Claims or Liabilities with respect to the Beta
Interests, the Stock or the Property that result from
a judgment rendered or settlement reached in a
lawsuit filed before the Effective Time, but only to
the extent that acts or omissions that gave rise to
the cause of action are attributable to the conduct
or operation or ownership of Aera or its Associated
Parties before the Effective Time; or

(ii) Claims that Aera breached this Agreement or the
Transaction Documents.

(d) The Parties recognize that certain lawsuits with respect to
the Stock, the Property and the Beta Interests may have been
filed before the Effective Time, but concern activities
continuing after the Effective Time, so that after Escrow
Opening, Buyer may be a proper party to such lawsuits. For
these lawsuits, Buyer's obligations to indemnify, defend, and
hold Aera and its Associated Parties harmless will apply to
activities occurring after the Effective Time. Aera will
continue to defend its own interests and provide principal
counsel in an action under this SECTION 18.04(d) for which it
remains a party after the Effective Time.

18.05. BUYER'S DUTY TO DEFEND. Buyer acknowledges that its obligations
to indemnify, defend, and hold Aera and its Associated Parties harmless under
this Agreement include obligations to pay the attorneys' fees and court and
other costs incurred by Aera and its Associated Parties in defending all Claims.
As to each Claim and Liability, Aera, at its sole option, may elect to (a)
manage its own defense, in which event Buyer shall reimburse Aera and its
Associated Parties for all attorneys' fees and court and other costs reasonably
incurred in defending a Claim, upon delivery to Buyer of invoices for these fees
and costs; or (b) tender its defense as to any Claim to Buyer,

in which event Buyer will be responsible for all aspects of defending the Claim
at issue and resulting Liabilities.

18.06. ALTERNATE DISPUTE RESOLUTION AND ARBITRATION.

(a) This section applies to any dispute between the Parties,
arising at any time, that is not subject to Buyer's release
and discharge of Aera and its Associated Parties or Buyer's
covenant not to xxx Aera or its Associated Parties or is not
specifically excluded under this section. Whether a dispute is
subject to Buyer's release, discharge or covenant not to xxx
or to this section (or is excluded from this section by its
terms), and whether there is a contract between the Parties,
are issues that will be resolved under the alternate dispute
resolution and arbitration provisions set forth or described
in this section.

(b) As to the disputes subject to this section, any Claim or
controversy of whatever nature, including an action in tort or
Contract or a statutory action ("DISPUTED CLAIM"), or the
arbitrability of a Disputed Claim, will be resolved under the
terms, conditions, and procedures set forth in EXHIBIT D and
will be binding on both Parties and their respective
successors and assigns. Neither Party may prosecute or
commence any suit or action against the other Party relating
to any matters that are subject to this section.

(c) Aera will determine, at its sole option, whether a Claim filed
by a third Person against Buyer or Aera will be subject to
this section. If Buyer has notified Aera before the Closing of
a Disputed Claim by Buyer before the Closing and the Disputed
Claim is not resolved before the Closing, the Disputed Claim
will not be subject to this section unless agreed by the
Parties.

18.07. BUYER'S WAIVER OF CONSUMER RIGHTS UNDER ANY CALIFORNIA CONSUMER
PROTECTION LAWS. AS PARTIAL CONSIDERATION TO AERA TO ENTER INTO THIS AGREEMENT,
TO THE EXTENT THAT ANY CALIFORNIA CONSUMER PROTECTION LAWS ARE APPLICABLE TO
THIS TRANSACTION, BUYER CAN AND DOES EXPRESSLY WAIVE ITS RIGHTS UNDER SUCH
CALIFORNIA CONSUMER PROTECTION LAWS. AFTER CONSULTATION WITH AN ATTORNEY OF ITS
OWN SELECTION, BUYER VOLUNTARILY CONSENTS TO THIS WAIVER. IN ADDITION, BUYER
WAIVES ITS RIGHTS UNDER ALL OTHER CONSUMER PROTECTION LAWS IN OTHER STATES
APPLICABLE TO THIS TRANSACTION THAT MAY BE WAIVED BY THE PARTIES.

18.08. RETROACTIVE EFFECT. In addition to the assumption of liabilities
and releases and indemnities in the Agreement applicable to times from and after
the Execution Date, Buyer acknowledges that its obligations to release,
discharge, defend,

and hold Aera and its Associated Parties harmless and its covenant not to xxx
Aera or its Associated Parties apply to matters occurring or arising before the
Execution Date to the extent provided in this Agreement.

18.09. INDUCEMENT TO AERA. BUYER ACKNOWLEDGES THAT IT HAS EVALUATED ITS
OBLIGATIONS UNDER THIS ARTICLE BEFORE IT DETERMINED AND SUBMITTED ITS OFFER TO
PURCHASE THE BETA INTERESTS AND THE STOCK AND THAT ITS ASSUMPTION OF THESE
OBLIGATIONS IS A MATERIAL INDUCEMENT TO AERA TO ENTER INTO THIS AGREEMENT WITH,
AND CLOSE THE SALE TO, BUYER.

ARTICLE 19. ENVIRONMENTAL MATTERS

19.01. BUYER'S ACKNOWLEDGMENT CONCERNING POSSIBLE CONTAMINATION OF THE
BETA TANGIBLE ASSETS, THE SPBP TANGIBLE ASSETS AND THE PROPERTY. Buyer is aware
that the SPBP Tangible Assets, the Beta Tangible Assets and the Property have
been used for exploration, development, production, processing and
transportation of Oil and Gas and that there may be petroleum, produced water,
wastes, or other materials located on or under the Property or associated with
the Beta Interests or the SPBP Interests. Equipment and sites included in the
Beta Tangible Assets, the SPBP Tangible Assets or the Property may contain
asbestos, hazardous substances, or NORM. NORM may affix or attach itself to the
inside of Xxxxx, materials, and equipment as scale, or in other forms; the
Xxxxx, materials, and equipment located on the Property or included in the Beta
Interests or the SPBP Interests may contain NORM and other wastes or hazardous
substances; and NORM-containing material and other wastes or hazardous
substances may have been buried, come in contact with the soil, or otherwise
been disposed of on the Property. Special procedures may be required for the
remediation, removal, transportation, or disposal of wastes, asbestos, hazardous
substances, and NORM from the Beta Tangible Assets, the SPBP Tangible Assets and
the Property.

BUYER WILL ASSUME ALL LIABILITY FOR THE ASSESSMENT, REMEDIATION,
REMOVAL, TRANSPORTATION, AND DISPOSAL OF WASTES, ASBESTOS, HAZARDOUS SUBSTANCES,
AND NORM FROM THE BETA TANGIBLE ASSETS, THE SPBP TANGIBLE ASSETS AND THE
PROPERTY AND ASSOCIATED ACTIVITIES AND WILL CONDUCT THESE ACTIVITIES IN
ACCORDANCE WITH ALL APPLICABLE LAWS, INCLUDING THE ENVIRONMENTAL LAWS.

19.02. ADVERSE ENVIRONMENTAL CONDITIONS.

(a) Buyer will have until ten (10) days after the Execution Date
or ten (10) days before the Escrow Opening Date, whichever is
earlier, to notify Aera in writing of any material adverse
environmental condition of the Beta Tangible Assets, the SPBP
Tangible Assets or the Property that Buyer finds unacceptable
and provide evidence of the condition to Aera. An
environmental condition shall be deemed a material adverse

environmental condition ("CONDITION") only if all the
following criteria are met:

(i) The environmental condition is required to be
remediated on the Execution Date under the
Environmental Laws in effect on the Execution Date.

(ii) The total cost to remediate such environmental
conditions exceeds Ten Million and No Hundredths
Dollars ($10,000,000).

(iii) The environmental condition was not disclosed to or
known by Buyer before the Execution Date.

(b) Aera will have thirty (30) days after receipt of Buyer's
notice under the preceding SUBSECTION (a), or until five (5)
days before the Escrow Opening Date if it determines that an
adverse environmental condition (whether material or not) may
exist with respect to the Beta Tangible Assets, the SPBP
Tangible Assets or the Property, to elect any of the
following:

(i) remove the affected interest from this Agreement;

(ii) remedy, or agree to remedy, the Condition, as
provided below; or

(iii) terminate this Agreement.

Aera may delay Escrow Opening until the end of this thirty
(30) day period, which delay will be in addition to and under
the same terms as Aera's right to delay Escrow Opening under
SECTION 7.01(b).

19.03. REMEDIATION, If Aera agrees with Buyer to remediate a Condition
or is required by a Governmental Entity to remediate a Condition, the following
will govern the remediation:

(a) Aera will be responsible for all negotiations and contacts
with Governmental Entities with regard to the Condition or
remediation. Buyer may not make any independent contacts with
any Governmental Entity, or other third Person with respect to
the Condition or remediation and will keep all information
regarding the Condition and remediation confidential, except
in each instance to the extent required by Applicable Law.

(b) Aera shall remediate the Condition to the level agreed upon by
Aera and Buyer, but in no event will Aera be required to
remediate the Condition beyond the level required by the
Environmental Laws in effect on the Execution Date.

(c) Buyer will grant and warrant access to the Beta Tangible
Assets, the SPBP Tangible Assets and the Property after Escrow
Opening to Aera, its

Associated Parties, and third Persons conducting assessments
or remediation, to the extent and as long as necessary to
conduct and complete the assessment or remediation work, to
remove equipment and facilities, and to perform any other
activities reasonably necessary in connection with assessment
or remediation.

(d) Buyer will use its best efforts not to interfere with Aera's
ingress and egress or assessment or remediation activities.
Aera will make reasonable efforts to perform the work so as to
minimize disruption to Buyer's business activities and to the
Beta Tangible Assets, the SPBP Tangible Assets and the
Property.

(e) Aera will continue remediation of the Condition until the
first of the following occurs:

(i) the appropriate Governmental Entities provide written
notice to Aera or Buyer that no further remediation
of the Condition is required; or

(ii) Aera determines that the Condition has been
remediated to the level required by the Environmental
Laws or as agreed by the Parties.

Upon the occurrence of either CLAUSE (i) or (ii) above, Aera
will notify Buyer that remediation of the Condition is
complete and provide a copy of the notification described in
CLAUSE (i) above, if applicable. Upon delivery of Aera's
notice, Aera will be released from all liability and have no
further obligations under any provisions of this Agreement in
connection with such Condition.

(f) Until Aera completes remediation of a Condition, Aera and
Buyer will each notify the other of any pending or threatened
Claim, action, or proceeding by any Governmental Entity or
private party that relates to or would affect the
environmental condition, the assessment, or the remediation of
the Beta Tangible Assets, the SPBP Tangible Assets or the
Property.

(g) After delivery of possession of the Beta Tangible Assets, the
SPBP Tangible Assets and the Stock, and before Aera has
completed remediation of a Condition, if a leak, spill, or
discharge of any material or substance ("OCCURRENCE") occurs
on the Property, the Beta Tangible Assets or the SPBP Tangible
Assets, or any part thereof, Buyer will promptly notify Aera
and act promptly to minimize the effects of the Occurrence. If
a spill, leak or discharge occurs and Aera determines that it
may affect the area where Aera is conducting remediation or
assessment, Buyer will hire a consultant (who must be
acceptable to Aera) to assess the effect of the Occurrence on
the environmental

condition of the Property, the Beta Tangible Assets and the
SPBP Tangible Assets, and Aera's remediation work and the cost
of the additional work required as the result of the
Occurrence. Unless the Occurrence was caused solely by Aera,
Buyer will be responsible for the incremental cost of
remediating the impact of the Occurrence. If Aera's
remediation is expanded to incorporate remediation of the
Occurrence, Buyer will promptly pay its share of costs and
expenses to Aera as the work is performed, within thirty (30)
days of receipt of invoices for the work (with supporting
documentation). Payments not made timely will bear interest at
a rate of twelve percent (12%) per annum or the maximum lawful
rate, whichever is less, compounded daily from the date of
Buyer's receipt of the invoice until paid.

If the cost of the additional work equals or exceeds the cost
which would have been incurred but for the Occurrence, Aera
will pay Buyer the cost that would have been incurred by Aera
to complete the remediation but for the Occurrence. As
consideration for this payment, Buyer will accept the
environmental condition of the Property, the Beta Tangible
Assets and the SPBP Tangible Assets as it exists on the date
of the payment, assume full responsibility for remediating the
Property, the Beta Tangible Assets, the SPBP Tangible Assets
and related off-site contamination in accordance with this
Agreement, and agree to release, not to xxx, indemnify, hold
harmless, and defend Aera and its Associated Parties as to
Claims and Liabilities arising from the Occurrence to the same
extent as described in ARTICLE 18.

(h) Aera does not own all the Working Interest in the Beta Unit.
If Aera undertakes remediation as to any interest in which
Aera's ownership was less than one hundred percent (100%),
Buyer will xxxx the other working interest owners for their
share of the remediation expenses. Regardless of whether Buyer
recoups any amount from the other working interest owners,
Buyer shall refund to Aera, within sixty (60) days of each
Aera invoice, with documentation, any amounts expended by Aera
over the amount formerly attributable to Aera's working
interest share.

(i) If Aera will assess or remediate the Beta Tangible Assets, the
SPBP Tangible Assets or the Property after Escrow Opening, the
Assignment and Xxxx of Sale or other recordable instrument
shall restate the rights and obligations of this section.

19.04. DISPOSAL OF MATERIALS, SUBSTANCES, AND WASTES; COMPLIANCE WITH
LAW. Buyer shall store, handle, transport and dispose of or discharge all
materials, substances, and wastes from the Beta Tangible Assets, the SPBP
Tangible Assets and the Property (including produced water, drilling fluids,
NORM, and other wastes), whether present before or after the Effective Time, in
accordance with Applicable Laws. Buyer shall keep records of the types, amounts,
and location of materials, substances,

and wastes that are stored, transported, handled, discharged, released, or
disposed of onsite and offsite. When any OCS Lease or other lease included in
the Beta Interests terminates or Buyer subsequently transfers any portion of the
Beta Interests or SPBP Interests, Buyer shall undertake additional testing,
assessment, closure, reporting, or remedial action with respect to the Beta
Tangible Assets, SPBP Tangible Assets, Beta Interests or Property as is
necessary to satisfy all local, state, or federal requirements in effect at that
time and necessary to restore the Property, Beta Tangible Assets or SPBP
Tangible Assets.

ARTICLE 20. GAS MATTERS

Buyer acknowledges that all Gas produced from the Beta Unit is consumed
in the operation of the Beta Unit. Accordingly, the Parties do not believe there
are any material gas imbalances affecting the Beta Interests, and no adjustments
are necessary or appropriate for any over-production or under-production of Gas
by Aera prior to the Effective Time.

ARTICLE 21. REPRESENTATIONS AND WARRANTIES

21.01. REPRESENTATIONS BY AERA. Aera represents and warrants to Buyer
as follows:

(a) Aera is a limited liability company duly organized, validly
existing and in good standing under the Applicable Laws of the
State of California.

(b) Aera has all requisite limited liability company power and
authority to execute, deliver, and perform this Agreement and
the Transaction Documents to which it is a party and to
consummate the transactions contemplated hereunder and
thereunder. The execution, delivery, and performance of this
Agreement and the Transaction Documents to which Aera is a
party have been duly authorized by all requisite limited
liability company action, and this Agreement and the
Transaction Documents to which it is a party has been duly
executed and delivered by Aera.

(c) This Agreement constitutes, and the Transaction Documents to
which it is a party, when executed and delivered by Aera will
constitute, the legal, valid and binding obligation of Aera,
enforceable against Aera in accordance with its terms, except
as enforceability may be subject to (i) bankruptcy,
insolvency, reorganization or other similar Applicable Laws
now or hereafter in effect affecting the enforcement of
creditors rights generally, and (ii) general principles of
equity (regardless of whether enforceability is considered in
a proceeding in equity or at law).

(d) The execution and delivery by Aera of this Agreement and the
Transaction Documents to which it is a party and the
performance by Aera of the terms hereof and thereof do not
conflict with or result in a violation of:

(i) the Organizational Documents of Aera, or

(ii) any material agreement, instrument, order, writ,
judgment, or decree to which Aera is a party or is
subject.

(e) Neither Aera nor any Affiliate of Aera has incurred any
liability, contingent or otherwise, for broker's fees,
finder's fees, agent's commissions, or other similar forms of
compensation in connection with this Agreement or any contract
or transaction contemplated hereby for which Buyer shall have
any responsibility whatsoever. Aera releases Buyer from, and
shall fully protect, indemnify, and defend Buyer and hold it
harmless from and against, any and all Liabilities relating
to, arising out of, or connected with, directly or indirectly,
commissions, finders' fees, or other remuneration due to any
such agent, broker, or finder claiming by, through, or under
Aera or any Affiliate of Aera.

(f) Aera's equity securities of SPBPC consist of 1,000 shares of
authorized, issued and outstanding common stock and constitute
the Stock. Aera is the record and beneficial owner of the
Stock, free and clear of any liens and encumbrances.

21.02. REPRESENTATIONS BY BUYER. Buyer represents and warrants to Aera
as follows:

(a) EXISTENCE. Buyer is a corporation duly organized, validly
existing and in good standing under the Applicable Laws of the
State of Delaware.

(b) POWER, AUTHORIZATION, EXECUTION. Buyer has all requisite
corporate power and authority to execute, deliver, and perform
this Agreement and the Transaction Documents to which it is a
party and to consummate the transactions contemplated
hereunder and thereunder. The execution, delivery, and
performance of this Agreement and the Transaction Documents to
which Buyer is a party have been duly authorized by all
requisite corporate action, and this Agreement and the
Transaction Documents to which it is a party has been duly
executed and delivered by Buyer.

(c) ENFORCEABILITY. This Agreement constitutes, and the
Transaction Documents to which it is a party, when executed
and delivered by Buyer will constitute, the legal, valid and
binding obligation of Buyer, enforceable against Buyer in
accordance with its terms, except as enforceability may be
subject to (i) bankruptcy, insolvency, reorganization or other
similar Applicable Laws now or hereafter in effect affecting
the enforcement of creditors rights generally, and (ii)
general principles of equity (regardless of whether
enforceability is considered in a proceeding in equity or at
law).

(d) NON-CONTRAVENTION. The execution and delivery by Buyer of this
Agreement and the Transaction Documents to which it is a party
and the performance by Buyer of the terms hereof and thereof
do not conflict with or result in a violation of:

(i) the Organizational Documents of Buyer, or

(ii) any material agreement, instrument, order, writ,
judgment, or. decree to which Buyer is a party or is
subject.

(e) BROKERS. Neither Buyer nor any Affiliate of Buyer has incurred
any liability, contingent or otherwise, for broker's fees,
finder's fees, agent's commissions, or other similar forms of
compensation in connection with this Agreement or any contract
or transaction contemplated hereby or thereby for which Aera
shall have any responsibility whatsoever. Buyer releases Aera
and its Associated Parties from, and shall fully protect,
indemnify, and defend the Aera Group and hold it harmless from
and against, any and all Liabilities relating to, arising out
of or connected with, directly or indirectly, commissions,
finders' fees, or other remuneration due to any such agent,
broker, or finder claiming by, through, or under Buyer or any
Affiliate of Buyer.

(f) INVESTIGATION. Buyer, for itself and on behalf of its
Affiliates, investors, shareholders, directors and officers,
represents and warrants that it is knowledgeable of the oil
and gas business and of the usual and customary practices of
producers and operators such as Aera. Buyer has had access to
and an opportunity to inspect all relevant information
relating to the Stock, the SPBP Interests, the Beta Interests
and the Property, sufficient to enable Buyer to evaluate the
merits and risks of its acquisition of the Stock, SPBP
Interests, Beta Interests and the Property. Buyer has had the
opportunity to ask questions and receive answers relating to
the Stock, SPBP Interests, Beta Interests and the Property,
and to obtain such additional information as Buyer has desired
regarding, the business, financial condition and affairs of
SPBPC. In making its decision to enter into this Agreement and
to consummate the transactions contemplated herein, Buyer has
relied solely upon the representations and warranties made in
this Agreement and upon its contractual rights in this
Agreement to conduct its own independent, due-diligence
investigation of the Stock, SPBP Interests, Beta Interests and
the Property. ACCORDINGLY, BUYER, FOR ITSELF AND ON BEHALF OF
ITS ASSOCIATED PARTIES ACKNOWLEDGES THAT NEITHER AERA NOR ANY
ASSOCIATED PARTIES OF AERA HAS MADE, AND AERA, FOR ITSELF AND
FOR ITS ASSOCIATED PARTIES, HEREBY EXPRESSLY DISCLAIMS AND
NEGATES, ANY REPRESENTATIONS OR WARRANTIES (OTHER THAN THOSE
EXPRESS REPRESENTATIONS AND WARRANTIES MADE IN THIS

AGREEMENT), WHETHER EXPRESS, IMPLIED, AT COMMON LAW, BY
STATUTE OR OTHERWISE, RELATING TO THE STOCK, SPBP INTERESTS,
BETA INTERESTS AND THE PROPERTY.

(g) INVESTMENT MATTERS. Buyer:

(i) is an "accredited investor," as defined in Rule 501
of Regulation D promulgated under the Securities Act;

(ii) is acquiring the Beta Interests and the Stock for its
own benefit and account and not with a view toward
any sale or distribution thereof, nor with any
present intention of making a distribution of any
fractional undivided interests within the meaning of
the Securities Act or any applicable state blue sky
laws or other applicable securities laws; and

(iii) has received and thoroughly read this Agreement,
including all schedules and exhibits hereto. Buyer
has had an opportunity to discuss this Agreement and
the disclosures herein with its legal counsel. Buyer
acknowledges that it has had the opportunity to ask
questions of Aera and its Associated Parties and that
Buyer has received satisfactory answers respecting,
and has obtained such additional information as Buyer
has desired in connection with, the transactions
contemplated by this Agreement.

(h) FUNDS AVAILABLE. Buyer has (or in the case of clause (ii)
below, will have, upon Payout), sufficient funds to enable it
to:

(i) pay the Beta Interests Purchase Price;

(ii) pay the Stock Purchase Price; and

(iii) post the bonds described in SECTION 7.03(d) and (e).

(i) BANKRUPTCY. There are no bankruptcy, reorganization or
arrangement proceedings pending against, contemplated by, or
to the knowledge of Buyer, threatened against Buyer.

(j) SECURITIES MATTERS.

(i) Buyer acknowledges that the Beta Interests and the
Stock have not been registered under the Securities
Act or any other securities laws and may be sold,
assigned, pledged or otherwise disposed of in the
absence of such registration only pursuant to an
exemption from such registration and in accordance
with this Agreement.

(ii) Buyer intends to acquire the Beta Interests and the
Stock for its own benefit and account and is not
acquiring the Beta Interests or Stock with the intent
of distributing fractional undivided interests in
them or otherwise selling them in a manner that would
be subject to regulation by federal or state
securities laws. If Buyer sells, transfers, or
otherwise disposes of the Beta Interests, the Stock
or fractional undivided interests in them in the
future, it will do so in compliance with Applicable
Laws.

(iii) Buyer has at no time been presented with or solicited
by or through any public promotion or other form of
advertising in connection with this transaction.

(k) BASIS OF BUYER'S DECISION. Buyer:

(i) has reviewed and investigated the Stock, the SPBP
Interests, the Beta Interests and the Property to its
satisfaction in order to enter into this Agreement;

(ii) has evaluated the Stock, the SPBP Interests, the Beta
Interests and the Property to its satisfaction and
has made an informed decision, as a prudent and
knowledgeable Buyer, to acquire the Stock and the
Beta Interests;

(iii) is knowledgeable and experienced in the evaluation,
acquisition, and operation of oil and gas properties;

(iv) has evaluated the merits and risks of purchasing the
Beta Interests and the Stock and has formed an
opinion based solely upon its knowledge and
experience and not in reliance on any statements or
actions by Aera or its Associated Parties; and

(v) is acquiring the Beta Interests and the Stock "AS IS,
WHERE IS, WITH ALL FAULTS."

(i) MATERIAL FACTOR. Buyer acknowledges that its representations
and warranties contained in this Agreement are a material
inducement to Aera to enter into this Agreement with Buyer,
and to close the transactions contemplated hereunder.

ARTICLE 22, COMMUNICATIONS

Unless otherwise provided in this Agreement, any notice, request,
instruction, correspondence or other document to be given hereunder by either
Party to the other shall be in writing and delivered in person or by courier
service requiring acknowledgment of receipt of delivery or mailed by certified
mail, postage prepaid and return receipt requested, or by telecopier, as
follows:

IF TO AERA: IF TO BUYER:
Aera Energy LLC Pacific Energy Resources Ltd.
Attn: Strategic Development Group Attn: Chairman and Chief Executive Officer
00000 Xxxx Xxxxxx 0000 Xxxx Xxxx X Xxxxxx
Xxxxxxxxxxx, XX 00000-0000 Xxxx Xxxxx, XX 00000
(t) 000-000-0000 (t) 000-000-0000
(f) 000-000-0000 (f) 000-000-0000

Notice given by personal delivery, courier service or mail shall be
effective upon actual receipt. Notice given by telecopier shall be effective
upon actual receipt if received during the recipient's normal business hours, or
at the beginning of the recipient's next business day after receipt if not
received during the recipient's normal business hours. Any Party may change any
address to which notice is to be given to it by giving Notice as provided above
of such change of address.

ARTICLE 23. MISCELLANEOUS

23.01. ENTIRE AGREEMENT. This Agreement, the Confidentiality Agreement,
the Site Visit Indemnity Agreement, any Environmental Assessment Agreement, the
Escrow Agreement and the other documents and instruments and other agreements
specifically referred to herein or delivered pursuant hereto, including the
exhibits and the schedules hereto (collectively, the "TRANSACTION DOCUMENTS"),
(a) constitute the entire agreement between the Parties with respect to the
subject matter hereof and supersede all prior agreements and understandings,
both written and oral, between the Parties with respect to the subject matter
hereof except for the Confidentiality Agreement and Site Visit Indemnity
Agreement, which shall continue in full force and effect, and shall survive any
termination of this Agreement or the Closing in accordance with its terms; and
(b) are not intended to confer upon any other Person any rights or remedies
hereunder. Each Party agrees that (i) the other Party (including its agents and
representatives) has made no other representation, warranty, covenant or
agreement to or with such Party relating to the transactions contemplated hereby
other than those expressly set forth in the Transaction Documents, and (ii) such
Party has not relied upon any representation, warranty, covenant or agreement
relating to the transactions contemplated hereby, other than those referred to
in clause (i) above.

23.02. SUCCESSORS AND ASSIGNS; AMENDMENT; SURVIVAL. This Agreement is
binding on and inures to the benefit of the Parties and their respective
successors, heirs, representatives, and assigns and may be supplemented,
altered, amended, modified, or revoked only in writing signed by both Parties.
Neither the assignment of this Agreement nor of any Beta Interests or SPBP
Interests or any part of them will relieve Buyer of its obligations under this
Agreement unless and to the extent Aera consents in writing to release Buyer,
which consent may be withheld for any reason. All of the covenants, agreements,
representations and warranties, and indemnities made

by each Party contained in this Agreement shall survive the Escrow Opening and
the Closing.

23.03. EXCLUSIVE REMEDY. If the Closing occurs, the express indemnities
set forth in this Agreement shall be the exclusive remedies for the Parties for
the breach of any representation, warranty or covenant set forth in this
Agreement or any Claim arising out of, resulting from or related to the
transactions contemplated hereby, and each Party hereby releases, waives and
discharges, and covenants not to xxx (and shall cause its Associated Parties to
release, waive, discharge and covenant not to xxx) with respect to, any cause of
action not expressly provided for in this Agreement, including Claims under
state or federal securities Laws and Claims available at common law, in equity
or by statute.

23.04. CHOICE OF LAW. This Agreement and its performance shall be
construed in accordance with, and enforced under, the internal laws of the State
of California, without regard to choice of law rules of any jurisdiction,
including California.

23.05. ASSIGNMENT. Neither this Agreement nor the rights and
obligations under it may be assigned or delegated by Buyer without Aera's prior
written consent, which consent may be withheld for any reason, and an attempted
assignment or delegation is void.

23.06. NO ADMISSIONS. Neither this Agreement, nor any part of it, nor
any performance under this Agreement, nor any payment of any amount under this
Agreement, shall constitute or may be construed as a finding, evidence of, or an
admission or acknowledgment of any liability, fault, past or present wrongdoing,
or violation of law, rule, regulation, or policy, by either Aera or Buyer or
their respective Associated Parties.

23.07. NO THIRD-PARTY BENEFICIARIES. Except as set forth in SECTION
21.02(e) or ARTICLE 18, there are no third-party beneficiaries of this
Agreement.

23.08. PUBLIC COMMUNICATIONS. Unless provided otherwise in this
Agreement, Buyer shall not issue or cause to be issued any press release or
public communication concerning this transaction without Aera's prior written
consent, which consent shall not be unreasonably withheld.

23.09. HEADINGS AND TITLES. The headings and titles in this Agreement
are for guidance and convenience of reference only and do not limit or otherwise
affect or interpret the terms or provisions of this Agreement.

23.10. BULK TRANSFER LAW. Buyer waives compliance with the provisions
of any applicable bulk sales or bulk transfers Law.

23.11. SEVERABILITY. The provisions of this Agreement are severable at
Aera's option. If a court of competent jurisdiction finds any part of this
Agreement to be void, invalid or otherwise unenforceable, then Aera may decide
whether to enforce this

Agreement without the void, invalid, or unenforceable parts or to terminate this
Agreement.

23.12. COUNTERPARTS. This Agreement may be executed in multiple
counterparts, each of which shall be deemed to be an original, and all of which
together shall be considered one instrument.

23.13. NOT TO BE CONSTRUED AGAINST THE DRAFTER. Each Party acknowledges
that it has read this Agreement, has had opportunity to review it with an
attorney of its choice, and has agreed to all of its terms. Under these
circumstances, the Parties agree that the rule of construction that a contract
be construed against the drafter may not be applied in interpreting this
Agreement.

23.14. NO WAIVER. No waiver by either Party of any part of this
Agreement shall be deemed to be a waiver of any other part of this Agreement or
a waiver of strict performance of the waived part in the future.

23.15. EXPENSES. Except as otherwise expressly provided herein, all
expenses incurred by each Party in connection with the transaction contemplated
herein, including, without limitation, attorney's fees, are for the account of
the Party incurring the same, and the Party incurring such expenses shall
defend, indemnify, and hold harmless the other Party from and against such
expenses.

23.16. TIME OF ESSENCE. Time is of the essence in the performance of
this Agreement.

23.17. H-S-R. If either Aera or Buyer determine that the
Xxxx-Xxxxx-Xxxxxx Antitrust Improvements Act of 1976, as amended, is applicable
to this transaction, then the Parties which are required to file shall file with
the Federal Trade Commission and the Department of Justice the required
notifications, reports, and supplemental information to comply in all respects
with the requirements of said act.

23.18. NO PARTNERSHIP. Nothing contained in this Agreement shall be
deemed to create a joint venture, partnership, tax partnership, or agency
relationship between the Parties.

23.19. FOREIGN TRADE LAW COMPLIANCE. Both Parties agree that all
imports, exports, and re-exports, if any, under this Agreement shall be
undertaken in accordance with all Applicable Laws of the United States with
respect to foreign trade and export control. Both Parties further agree to fully
cooperate in complying with such Applicable Laws and in assisting the other
Party with such compliance. If licenses of any kind are required, including
United States trade or export licenses, exports/re-exports and/or technology
sharing will occur only after such license(s) have been obtained. Buyer shall
notify Aera of any request of a United States Governmental Entity for
information, documentation, or data relating to any Contract that Buyer has
entered into with Aera. Buyer shall provide responses to requests from a United
States Government Entity for information, documentation, or data of any kind to
such entity

promptly upon request. Copies of the responses to a United States Governmental
Entity shall be provided to Aera promptly upon Aera's request.

Aera is relying upon the representations and warranties of Buyer that it
shall fully comply with all United States foreign trade and export control laws
and regulations including any prohibitions on the transfer or release of
products or technology contrary to such Applicable Laws or regulations.

23.20. RULES OF CONSTRUCTION. For purposes of this Agreement:

(a) Unless the context otherwise requires, (i) "or" is not
exclusive; (ii) an accounting term not otherwise defined has
the meaning assigned to it in accordance with the Unit
Operating Agreement, the Beta Unit XXXXX and, lastly, GAAP;
(iii) words in the singular include the plural and words in
the plural include the singular; (iv) words in the masculine
include the feminine and words in the feminine include the
masculine; (v) any date specified for any action that is not a
Business Day shall be deemed to mean the first Business Day
after such date; (vi) a reference to a Party includes its
successors and permitted assigns; (vii) the word "includes"
and its syntactical variants mean "includes, but is not
limited to" and corresponding syntactical variants, and the
rule EJUSDEM GENERIS shall not be invoked to restrict or limit
the scope of the general term or phrase followed or preceded
by an enumeration of particular examples; (viii) the words
"hereof," "herein," and "hereunder" and words of similar
import shall refer to this Agreement as a whole and not to any
particular provision of this Agreement; and (ix) any reference
to dollars shall be a reference to U.S. dollars.

(b) References in this Agreement to Articles, Parts, Sections, or
other subdivisions are, unless otherwise specified, to
corresponding Articles, Parts, Sections, or other subdivisions
of this Agreement. Neither the captions to Articles, Parts,
Sections, or other subdivisions of this Agreement (including
the section headings of this SECTION 23.20(b)), nor the Table
of Contents, shall be deemed to be a part of this Agreement or
this SECTION 23.20(b).

(c) All Exhibits and Schedules to this Agreement are hereby
incorporated by reference herein, form a part of this
Agreement, and shall have the same force and effect as if
actually set out in the body of this Agreement. All references
to this Agreement shall include all Exhibits and Schedules, as
well as all attachments incorporated herein. All references in
this Agreement to Exhibits and Schedules refer to the Exhibits
and Schedules to this Agreement, unless expressly provided
otherwise.

(d) In the event of a conflict between (i) the provisions of this
Agreement and (ii) the provisions of any other document, the
provisions of this Agreement

shall control and prevail as between the Parties; PROVIDED,
HOWEVER, that notwithstanding the foregoing, in the event of a
conflict between (x) the provisions of this Agreement and (y)
the provisions of any tax partnership agreement entered into
between the Parties with respect to any of Aera's Interests,
the tax matters provisions contained in any such tax
partnership agreement shall control and prevail as between the
Parties.

(e) References herein to any agreement or other instrument shall,
unless the context otherwise requires (or the definition
thereof otherwise specifies), be references to the same as it
may from time to time be changed, amended, modified, amended
and restated, or extended.

(f) This Agreement amends, restates and supersedes in all
respects, the Original PSA. Notwithstanding the foregoing, the
Parties agree and acknowledge that the terms and provisions of
the Confidentiality Agreement and the Site Visit Indemnity
Agreement executed in connection with the Original PSA, shall
not be amended, restated or superseded in any respect by this
Agreement and shall remain in full force and effect.

[SIGNATURE PAGE FOLLOWS]

The Parties have executed this Agreement on the date below their
signatures, to be enforceable and binding as of the Execution Date.

PACIFIC ENERGY RESOURCES LTD. AERA ENERGY LLC

By: /s/ Xxxxxxxx Xxxxx By: /s/ X.X. Xxxxxxx
----------------------------- -------------------------------
Name: Xxxxxxxx Xxxxx Name: X.X. Xxxxxxx
Title: Chairman and Chief Executive Title: Vice President
Officer
Date: November 1, 2006 Date: November 1, 2006

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TABLE OF CONTENTS ----------------- (continued) PAGE ---- 1.32. Effective Time................................................... 4 1.33. Environmental Assessment Agreement............................... 4 1.34. Environmental...

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