PURCHASE AND SALE AGREEMENT

 

                                                                    EXHIBIT 10.k

                           PURCHASE AND SALE AGREEMENT

         THIS PURCHASE AND SALE AGREEMENT (hereinafter referred to as the
"Agreement") is made and entered into as of the 6th day of November, 1996, by
and between Enexco, Inc., a Texas corporation ("Enexco"), N & R Resources, Inc.
("N & R"), C. Noell Rather, Ralph E. Rather, Michael Rather, Jane E. Rather, and
C. David Rather (hereinafter collectively referred to as the "Sellers"), and
Queen Sand Resources, Inc., a Nevada corporation (the "Purchaser"), (Sellers and
Purchaser hereinafter individually referred to as "Party" and collectively as
"Parties").

                                    RECITALS

         WHEREAS, Sellers desire to sell and convey, and Purchaser desires to
purchase and receive certain rights and interests in and to various oil and gas
properties.

         WHEREAS, the parties hereto have entered that certain letter of intent
dated August 12, 1996, from Purchaser to Sellers, covering the oil and gas
properties, which letter of intent is superseded and replaced by this Agreement.

         NOW, THEREFORE, for and in consideration of the mutual agreements
herein contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged and confessed, Sellers and
Purchaser hereby agree as follows:

         1.       Definitions. For the purpose of this Agreement, the following
terms shall have the following meanings:

                  "LEASES" shall mean the oil, gas, and mineral leases and
         properties and interests described in Exhibits "A-1" through "A-7"
         attached hereto and made a part hereof, including, but not limited to,
         leasehold, fee, mineral, royalty, and overriding royalty interests and
         payments out of or measured by production (hereinafter defined), and
         including the units, pooled acreage, spacing or proration units, or
         other allocation of acreage, and all rights associated therewith, which
         are applicable to such leases, properties, and interests and have been
         established by or in accordance with (a) applicable contractual
         provisions regarding unitization, communitization, pooling, spacing or
         proration, or (b) applicable state or federal law.

                  "PRODUCTION" shall mean all oil, gas, casinghead gas,
         condensate, distillate, and other liquid or gaseous hydrocarbons, and
         other minerals which are in, under, upon, and produced from or
         allocable (or to be produced from and allocable) to the Leases, after
         the Effective Date (defined herein), including "line fill" and
         inventory, or the proceeds from the sale of such production.

                  "WELLS" shall mean and refer to all wells located on the
         Leases, whether productive or non-productive, active or inactive, used
         for production or injection, and wells used for water production.

                  "EQUIPMENT" shall mean and refer to all personal property of
         every kind or character located on the Leases or used in the operation
         thereof, including, without limitation, wells, compressors, well
         equipment, casing, tanks, machinery, gathering lines and systems,
         treatment facilities, pipelines and other appurtenances, and any other
         personal property situated thereon.

                  "RIGHTS OF WAY AND PERMITS" shall mean and refer to all
         rights, privileges, benefits, permissions, and authorizations
         (including, without limitation, permits, licenses, servitudes,
         easements, and rights of way) in respect of the use and occupation of
         the surface of the Leases, and the subsurface depths under the land and
         premises covered by and benefiting such Leases.

                  "CONTRACTS" shall mean and refer to all of the orders, gas
         purchase and sale contracts (wherein Sellers are a selling party),
         crude purchase and sale agreements (wherein Sellers are

PURCHASE AND SALE AGREEMENT - PAGE 1

         a selling party), surface leases, farm-in agreements, farmout
         agreements, bottom hole agreements, acreage contribution agreements,
         operating agreements, unit agreements, area of mutual interest
         agreements, processing agreements, options, leases of equipment or
         facilities, and other contracts, agreements, and rights, which are
         owned by Sellers, in whole or in part and are (i) appurtenant to the
         Leases or (ii) used or held for use in connection with the ownership or
         operation of the Leases or with the Production, treatment on the
         Leases, sale or disposal of water, hydrocarbons, or associated
         substances.

                  "RECORDS" shall mean and refer to all files, records, and data
         in the possession of Sellers relating to the Leases, Production, Wells,
         and Equipment, including, without limitation, lease files, title
         records (including abstracts of title, title opinions, and title
         curative documents), contracts, correspondence, originals, or copies of
         geological, geophysical, and seismic records, data, and information,
         and originals and copies of production records, electric logs, core
         data, pressure data, and decline curves and graphical production
         curves, and all related matters.

         2.       Sale and Purchase. Sellers agree to sell and convey to
Purchaser, and Purchaser agrees to purchase and pay for:

                  (a) All of Sellers' right, title, and interest in and to the
         Leases described in Exhibit "A-1" attached hereto, commonly referred to
         as the "Enexco, Inc. - Frymire Unit," and in and to the Leases
         described in Exhibit "A-2" attached hereto, commonly referred to as the
         "Krueger Well," together with all of Sellers' right, title, and
         interest in and to Production, Wells, Equipment, Contracts, and Records
         relating to, and attributable to, such Leases.

                  (b) An undivided seventy-five percent (75%) of all of Sellers'
         right, title, and interest in and to the Leases described in Exhibit
         "A-3" attached hereto, commonly referred to as the "Jenkins #2 Well,"
         and in and to the Leases described in Exhibit "A-4" attached hereto,
         commonly referred to as the "Blocker Field Prospect," and in and to the
         Leases described in Exhibit "A-5" attached hereto, commonly referred to
         as the "Meeks #1 Well," together with an undivided seventy-five percent
         (75%) of all of Sellers' right, title, and interest in and to
         Production, Wells, Equipment, Contracts, and Records relating to, and
         attributable to, such Leases.

                  (c) An undivided fifty percent (50%) of all of Sellers' right,
         title, and interest in and to the Leases described in Exhibit "A-6"
         attached hereto, commonly referred to as the "Juboncillo Prospect," and
         in and to the Leases described in Exhibit "A-7" attached hereto,
         commonly referred to as the "E. M. Goff Prospect," together with an
         undivided fifty percent (50%) of all of Sellers' right, title, and
         interest in and to Production, Wells, Equipment, Contracts, and Records
         relating to, and attributable to, such Leases.

         Exhibit "B-1" attached hereto and made a part hereof sets forth the
undivided interests of Sellers being acquired by Purchaser under this Agreement
in the Leases, and the revenue attributable thereto. This Agreement covers and
pertains to the rights, titles, and interests of Sellers in the Leases,
Production, Wells, Equipment, and Rights of Way, as set forth in subparagraphs
(a), (b), and (c) above, even if the undivided interests being conveyed by
Sellers in any such property or property rights should be incorrectly described
in Exhibit "B-1."

         The Leases, Production, Wells, Equipment, Rights of Way and Permits,
Contracts, and Records to the extent being purchased by Purchaser, are
hereinafter sometimes referred to individually and collectively as "Property."

         3.       Purchase Price. The "Purchase Price" for the Property payable
by Purchaser shall be subparagraphs (a) through (g) as follows:

                  (a) Five Hundred Thousand Dollars ($500,000) payable at
         Closing to Kurt M. Daniel, as escrow agent, as further described below;
         and

PURCHASE AND SALE AGREEMENT - PAGE 2

                  (b) A promissory note in the sum of One Hundred Thousand
         Dollars ($100,000) payable by Purchaser, bearing interest at the rate
         of nine percent (9%) per annum, payable on or before the ninetieth
         (90th) day following the date of Closing; and

                  (c) A promissory note in the sum of One Hundred Thousand
         Dollars ($100,000) payable by Purchaser, bearing interest at the rate
         of nine percent (9%) per annum, payable on or before the one hundred
         and eightieth (180th) day following the date of Closing; and

                  (d) A promissory note in the sum of Two Hundred Twenty-Seven
         Thousand Five Hundred Dollars ($227,500) payable by Purchaser, bearing
         interest at the rate of ten percent (10%) per annum, which shall begin
         to accrue on the date of Closing, payable in twenty-four (24) equal
         monthly installments of principal and interest, with the first
         installment due on December 1, 1996; and

                  (e) One hundred thousand (100,000) shares of the common stock
         of Queen Sand Resources, Inc., a Delaware corporation ("QSR"), who is
         the parent corporation of Purchaser (the "QSR Shares"), which shares
         are to be issued to Jane E. Rather. For purposes of this transaction
         said shares are deemed to have a value of Two Hundred Fifty Thousand
         Dollars ($250,000). The Sellers acknowledge that the QSR Shares being
         acquired pursuant to this Agreement have not been, and except as
         provided for in paragraph 18 herein, will not be, registered under the
         Securities Act of 1933 as amended (the "Securities Act") or qualified
         under applicable state securities law and that the transferability
         thereof is restricted by the registration provisions of the Securities
         Act as well as such state laws. Based upon the representation and
         agreements being made by it herein, the QSR Shares will be issued
         hereunder pursuant to an exemption from such registration provided by
         Section 4(2) of the Securities Act and applicable state securities law
         qualification exemptions. The Sellers represent that they are acquiring
         the QSR Shares for their own account, for investment purposes only, and
         not with a view to resale or other distribution thereof, nor with the
         intention of selling, transferring, or otherwise disposing of all or
         any part of such securities for any particular event or circumstance,
         except selling, transferring, or disposing of them upon full compliance
         with all applicable provisions of the Securities Act, the Securities
         and Exchange Act of 1934 amended, the Rules and Regulations promulgated
         by the United States Securities and Exchange Commission thereunder, and
         any applicable state securities laws. The Sellers further understand
         and agree that (i) the securities may be sold only if they are
         subsequently registered under the Securities Act and qualified under
         any applicable state securities laws or, in the opinion of counsel
         acceptable to the Purchaser, an exemption from such registration and
         qualification is available; (ii) except as otherwise provided for
         herein, the Purchaser will be under no obligation to register or
         qualify the QSR Shares or effect compliance with any exemption from
         such registration or qualification; and (iii) any routine sales of
         securities made in reliance upon Rule 144 promulgated by the Commission
         can be made only in the amounts set forth in and pursuant to the other
         terms and conditions of that Rule. Purchaser shall deliver at Closing a
         letter of instruction from QSR to its transfer agent authorizing the
         delivery to Jane E. Rather of the QSR Shares.

                  The Sellers agree that each certificate representing the QSR
         Shares will bear on its face a legend in substantially the following
         form:

                           These securities have not been registered under the
                  Securities Act of 1933 or qualified under any state securities
                  laws. They may not be sold or transferred in the absence of an
                  effective registration statement under that Act or
                  qualification under applicable state securities laws without
                  an opinion of counsel satisfactory to the Company that such
                  registration and qualification are not required.

                  (f) Purchaser shall pay at Closing the entire indebtedness
         outstanding as of October 20, 1996, plus interest thereafter accrued
         under that certain Promissory Note dated July 25, 1995, from C. Noell
         Rather and Ralph E. Rather, as makers, to Texas Central Bank, as payee,
         in the original principal sum of $125,000.00, as renewed and extended
         by Renewal Promissory Note dated May 20, 1996, in the original
         principal sum of $157,785.00; provided, however, Purchaser shall not
         pay any such indebtedness to the extent same exceeds

PURCHASE AND SALE AGREEMENT - PAGE 3

         at the date of Closing the sum of $130,000.00. Subject to the foregoing
         limitation, if any of such indebtedness is paid by Sellers to Texas
         Central Bank prior to date of Closing, the Purchaser shall reimburse
         Sellers at Closing for any such payments made.

                  It is expressly understood that Purchaser does not agree to
         pay a second promissory note dated August 24, 1991, payable by C. Noell
         Rather and Ralph E. Rather to Texas Central Bank, in the principal sum
         of $50,000.00, which indebtedness is also secured by the oil, gas, and
         mineral properties described in Exhibits "A-1" and "A-2," and which
         security interest is to be released on or prior to closing.

                  (g) Purchaser shall pay at Closing to Sellers, or directly to
         Sellers' counsel, one-half of the attorney's fees incurred by Sellers
         in connection with this transaction.

         The Purchase Price shall be allocated among the various properties
being acquired under this Agreement as set forth in Exhibit "B-2" attached
hereto and made a part hereof.

         The ownership interest of each particular Seller in the various oil and
gas properties is also set forth and described in Exhibit "B-2" attached hereto.
The share of the Purchase Price to be delivered to a particular Seller shall be
based upon such Seller's ownership share, as reflected in Exhibit "B-2," of each
particular property being purchased, and shall be based upon the purchase value
of each particular property, as reflected in Exhibit "B-2."

         The cash payment to be tendered under subparagraph (a) above, as such
sum may be adjusted pursuant to the terms herein, shall be delivered at closing
to Kurt M. Daniel, as Escrow Agent, under an agreement executed simultaneously
with this Agreement by Purchaser, Sellers, and Janex Oil Co., Inc. The
distribution of such funds by the Escrow Agent, pursuant to the terms of such
Escrow Agreement, is for the purposes expressed in such Escrow Agreement, which
purposes have been agreed by the parties to such Escrow Agreement, which
purposes include matters unrelated to the sale and conveyance covered by this
Agreement. Therefore, the delivery of the cash sums to Kurt M. Daniel, as Escrow
Agent, at Closing hereunder, shall constitute a complete tender and delivery of
such sums to Sellers for purposes of this Agreement.

         Prior to Closing, the Sellers shall deliver to Purchaser a joint
directive advising Purchaser of the manner in which Sellers have apportioned
between themselves, based upon their respective share of the Purchase Price.
Purchaser shall deliver said promissory notes according to such joint directive.

         The promissory notes described in subparagraphs (b), (c), and (d) above
shall be tendered and delivered at Closing to the particular Sellers who shall
be payees of the particular note, per the joint directive received by Purchaser
from Sellers, utilizing the form of promissory notes attached hereto as Exhibits
"C-1," "C-2," and "C-3." At the request of Sellers, each note referenced in
subparagraphs (b), (c), and (d) above may be separated into multiple separate
notes, with such separate note being payable to the particular Seller sharing in
the payments, and with each such separate note covering that portion of the
principal sum due to be paid to a particular sharing Seller. If any of the notes
described in subparagraphs (b), (c), and (d) are divided into multiple separate
notes, each such separate note created by such division shall be based upon the
forms of notes attached as Exhibits "C-1," "C-2," and "C-3, " with each such
separate note created by such division differing from the form as to payee and
the principal sum.

         At Closing a Subscription Agreement shall be executed in counterpart
copy by Jane E. Rather, being the Seller receiving the QSR Shares. At Closing
Purchaser shall cause to be delivered to such Seller an instruction letter from
QSR to its transfer agent which authorizes the issuance of the QSR Shares to
such Seller.

         All cash payments to be tendered by Purchaser, either before or after
Closing, shall be made by wire transfer or shall be made by certified funds.

         The Purchase Price shall be subject to adjustment as hereinafter
provided.

PURCHASE AND SALE AGREEMENT - PAGE 4

         4.       Closing and Effective Date.

                  (a) The closing of the sale and purchase of the Property shall
         take place on or before November 5, 1996, (the "Closing") at the
         offices of Enexco, or at such other time, place, or manner as may be
         mutually agreeable to the Parties. The sale of the Property shall be
         effective as of 7:00 a.m. Central Standard Time on October 1, 1996 (the
         "Effective Date").

                  (b) At the Closing, the Property shall be conveyed and
         transferred by Sellers to Purchaser by the execution and delivery of
         the following:

                           (1) An Assignment and Bill of Sale in the form
                  attached hereto as Exhibit "D-1" conveying the properties
                  described in Exhibits "A-1" and "A-2"; and

                           (2) An Assignment and Bill of Sale in the form
                  attached hereto as Exhibit "D-2" to be used for the properties
                  described in Exhibits "A-3" and "A-4"; and

                           (3) A Bill of Sale in the form attached hereto as
                  Exhibit "D-3" to be used for the properties described in
                  Exhibit "A-5"; and

                           (4) An Assignment and Bill of Sale in the form
                  attached hereto as Exhibit "D-4" to be used for the properties
                  described in Exhibits "A-6" and "A-7"; and

                           (5) Such other instruments of conveyance as may be
                  reasonably requested by Purchaser.

                  Such documents to be delivered at Closing shall hereinafter be
         referred to as the "Assignments."

                  (c) Purchaser shall be subject to the duties and obligations
         attendant with ownership of the Property for the period from and after
         the Effective Date. For the period prior to the Effective Date, Sellers
         shall be entitled to all of the rights (including, without limitation,
         the rights to all of Sellers' share of Production and proceeds of
         Production) appurtenant and attributable to the Property and shall be
         subject to the duties and obligations attendant with ownership of the
         Property.

         5.       Adjustments to Purchase Price. The Purchase Price shall be
adjusted (the "Adjusted Purchase Price") at the Closing, by the "Interim
Settlement Statement" (hereinafter defined in this paragraph and in paragraph 10
below), and, subsequent to Closing, by the "Final Settlement Statement"
(hereinafter defined in paragraph 14 below), as follows:

                  (a) The Purchase Price shall be increased by the following:

                           (1) the value of all merchantable allowable oil or
                  other liquid hydrocarbons in storage owned by Sellers in the
                  tanks or above the pipeline connection at the Effective Date,
                  and not previously sold by Sellers, that is credited to the
                  share of the Property being acquired hereunder, valued at the
                  contract price thereto, or if none, the actual price received
                  by Purchaser, less taxes or gravity adjustments deducted by
                  the purchaser of such oil or other liquid hydrocarbons;

                           (2) the amount of all reasonable expenditures made in
                  connection with the ownership, operation, and maintenance of
                  the share of the Property being acquired hereunder, (including
                  royalties and rentals) and in accordance with generally
                  accepted accounting principles and prudent operations,
                  attributable solely to the period from and after the Effective
                  Date and which are paid by or on behalf of Sellers after the
                  Effective Date;

                           (3) an amount equal to all prepaid expenses,
                  attributable to the ownership, operation, and maintenance of
                  the share of the Property being acquired hereunder that are
                  paid by or on behalf of Sellers after the Effective Date and
                  prior to the Closing

PURCHASE AND SALE AGREEMENT - PAGE 5

                  Date and that are, in accordance with generally accepted
                  accounting principles, attributable solely to the period from
                  and after the Effective Date;

                           (4) any other amount agreed upon by Purchaser and
                  Sellers.

                  (b) The Purchase Price shall be decreased by the following:

                           (1) the amount of any proceeds from the sale of
                  Production attributable to the share of the Property being
                  acquired hereunder attributable to the period on or after the
                  Effective Date (net of production, severance, and similar
                  taxes and assessments measured by or payable out of
                  production) actually received or accrued by or on behalf of
                  Sellers;

                           (2) an amount equal to all unpaid ad valorem,
                  property, production, profit, severance, and similar taxes and
                  assessments based upon or measured by the ownership of the
                  share of the Property being acquired hereunder or the
                  production of oil, gas, or other minerals therefrom or the
                  receipt of proceeds attributable thereto, which accrue to or
                  are chargeable against such share of the Property (in
                  accordance with generally accepted accounting principles) and
                  which are attributable to the period prior to the Effective
                  Date, which amount shall, to the extent not actually assessed,
                  be computed based upon such taxes and assessments for the
                  immediately-preceding calendar year, or if such taxes or
                  assessments are assessed on other than a calendar-year basis,
                  for the tax period last ended;

                           (3) any amounts received by Sellers (whether prior to
                  or subsequent to the Effective Date) pursuant to
                  "take-or-pay," advance payment, or similar provisions of any
                  production sales contract, any gas balancing agreement, or any
                  other agreement, to the extent any purchaser has the right to
                  apply any such amounts to Purchaser's share of Production
                  delivered after the Effective Date;

                           (4) any reduction in the value of the share of the
                  Property being acquired hereunder resulting from the existence
                  of a Defect (herein defined in Section 5(d)) which is not
                  cured or waived prior to Closing;

                           (5) any other amount agreed upon by Purchaser and
                  Sellers.

                  (c) The "Interim Settlement Statement" shall be prepared by
         Sellers prior to Closing, which statement shall set forth the
         adjustments to the Purchase Price, per the adjustments set forth in
         this paragraph 5, which are or may be determined at or prior to
         Closing. Such statement shall be prepared according to generally
         accepted accounting principles and shall show the calculation of all
         such adjustments. Upon the approval of such Interim Settlement
         Statement by Purchaser, the Purchase Price shall be adjusted according
         to such statement. Upon Purchaser's request, Sellers shall make
         available to Purchaser all information relied upon by Sellers for the
         adjustments requested in order to aid and facilitate Purchaser's
         approval of such statement. In the event the net effect of such
         statement is to reduce the Purchase Price payable to Sellers, such
         reduction shall be made from the sum of money to be tendered to Sellers
         at Closing, which sum is referenced in paragraph 3(a) above. In the
         event the net effect of such statement is to increase the Purchase
         Price payable to Sellers, such increase shall be made to the sum of
         money to be tendered to Sellers at Closing, which sum is referenced in
         paragraph 3(a) above. After Closing the Purchase Price may further be
         adjusted, pursuant to the adjustments set forth in this paragraph, with
         the "Final Settlement Statement" in the manner further described in
         paragraph 14 below.

                  (d) All monies received by either Party hereto which, under
         the terms of this Agreement or otherwise, belong to the other Party,
         shall be received in trust by the Party receiving such funds, and shall
         monthly, upon receipt, be paid over to the other Party. The Parties
         agree, in this regard, to cooperate fully and to execute, endorse, and
         deliver as expeditiously as practicable such papers, checks, and
         documents as are needed promptly to complete the transfer of such
         payments;

PURCHASE AND SALE AGREEMENT - PAGE 6

                  (e) After the Closing, if an invoice or other evidence of an
         obligation relating to the share of the Property acquired by Purchaser
         is received which is applicable to periods both prior to and after the
         Effective Date, and is partly the obligation of Sellers and partly the
         obligation of Purchaser, then each Party shall pay its respective
         portion of such obligation to the obligee, prorated between the Parties
         as of the Effective Date;

                  (f) At and after the Closing, Purchaser and Sellers will
         cooperate fully in notifying all applicable third parties (including
         the execution by Sellers of such transfer orders, letters in lieu,
         change of operator, etc., as may be requested by Purchaser) so that
         notices, proceeds, and invoices from such third parties may take into
         account the fact that Purchaser has acquired the Property as of the
         Effective Date;

                  (g) The parties hereto agree to exercise diligence and good
         faith in attempting to resolve any disagreements or disputes which may
         arise from the adjustments to the Purchase Price to be made in
         accordance with this paragraph.

                  (h) The provisions of this Section 5 shall survive the Closing
         hereof.

         6.       Property Conditions, Title Review, Property Information, and
Casualty Losses.

                  (a) Property Conditions. THIS SALE OF THE EQUIPMENT AND ALL
         OTHER PERSONAL PROPERTY THAT IS A PART OF THE PROPERTY IS MADE ON AN
         "AS IS," "WHERE IS" BASIS WITH ALL FAULTS AS TO ITS CONDITION, AND
         SELLERS EXPRESSLY DISCLAIM ALL WARRANTIES AS TO THE CONDITION OF THE
         EQUIPMENT (NOTE, HOWEVER, THERE ARE CERTAIN WARRANTIES AS TO TITLE AS
         HEREIN SET FORTH) INCLUDING, WITHOUT LIMITATIONS, THE IMPLIED
         WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE.
         Sellers agree that for a period of time commencing with the date of the
         letter of intent dated August 13, 1996, and continuing until five (5)
         business days before Closing (the "Review Period"), Purchaser,
         personally or through its authorized agents or representatives, shall
         have the right to make any and all physical inspections of the Property
         which Purchaser may desire to make or to have made and to make all such
         other inspections, surveys, tests, or other studies (including, but not
         limited to, environmental assessments and evaluations) as Purchaser
         deems necessary or desirable. Upon reasonable notice to Sellers,
         Purchaser, and its authorized agents and representatives, at
         Purchaser's sole risk, may enter upon the Property for the purpose of
         conducting those inspections, surveys, tests, and studies. If Purchaser
         shall determine that the condition of the Property is not in
         substantial compliance with any governmental regulations (including
         environmental regulations), then upon discovery Purchaser must promptly
         give written notice to Sellers of such condition ("Condition"). Upon
         receipt of such notice, Sellers shall have the option, but not the
         obligation, to (a) cure or remedy such Condition to the reasonable
         satisfaction of Purchaser (if current remediation of such Condition is
         required by a governmental agency, Sellers agree that the Condition
         shall be remedied in accordance with and to the satisfaction of the
         appropriate agency's requirements); or (b) agree with Purchaser on a
         reduction to the Purchase Price which reduction shall reflect
         Purchaser's anticipated reasonable cost to remedy such Condition. If
         the Condition cannot be cured or remedied to Purchaser's reasonable
         satisfaction, and if agreement cannot be reached on reduction to the
         Purchase Price, then the affected Property may be excluded by Purchaser
         from the Property to be acquired by Purchaser hereunder, and the
         Parties hereto shall in good faith attempt to agree upon a reduction of
         the Purchase Price on account of the excluded Property. In the event
         the Parties fail to agree upon the implementation of either Subclause
         (a) or (b) prior to Closing, and if a reduction of more than
         twenty-five percent (25%) in the Purchase Price results from the
         exclusion by Purchaser of the affected Property, either Party may
         terminate this Agreement by delivery of written notice so indicating to
         the other Party, in which event this Agreement shall terminate, and the
         "Escrow Deposit" (as defined herein) (plus accrued interest) shall be
         returned to Purchaser, and the Parties hereto shall have no further
         rights or obligations under this Agreement;

                  (b) Review of the Records. During the Review Period, and upon
         reasonable notice from Purchaser, Sellers shall provide Purchaser,
         personally or through their authorized

PURCHASE AND SALE AGREEMENT - PAGE 7

         agents or representatives, full access during normal business hours to
         Sellers' offices and premises to review and inspect all Records,
         including, but not limited to, all abstracts of title, lease files,
         unit files, production and marketing files, title opinions, title
         files, title records, geologic, engineering, and other files or
         information in Sellers' possession or to which they have access which
         relate to the Property and the status of Sellers' title thereto, and
         Purchaser at its expense, shall have the right to make and retain
         copies of any of such Records; provided, however, if the transactions
         contemplated hereby do not close for any reason, Purchaser shall return
         any Records and copies thereof to Sellers forthwith. Without limiting
         the generality of the foregoing, Purchaser shall also be given access
         to reserve reports, geological and geophysical reports (including, but
         not limited to well records, log films, proprietary or joint venture
         seismic data or other seismic data which Sellers are not contractually
         restricted from disclosing), contracts (including, but not limited to,
         gas contracts), operating agreements, operating statements and reports;

                  (c) Notice of Defect. If during the Review Period, Purchaser
         determines that the Property is subject to a "Defect" (as defined
         herein in Section 6(d)), the Purchaser must give written notice to
         Sellers of such Defect, the nature of the Defect, and furnish Sellers
         with Purchaser's basis for the assertion of such Defect. As soon as
         practical after such written notice, Sellers shall use reasonable
         diligence to cure any such Defects. If Sellers cannot cure any such
         Defects to the reasonable satisfaction of Purchaser, then Sellers shall
         so notify Purchase in writing. Thereafter, Sellers and Purchaser shall
         use a good faith effort to agree on the Purchase Price adjustment for
         any such Defect which cannot be cured. If the Sellers and Purchaser
         cannot agree in good faith on the amount of such a Purchase Price
         adjustment, such amount shall be determined in accordance with the
         following guidelines:

                           (1) If the Defect is that Sellers' Net Revenue
                  Interest ("NRI") for any Property is less than the NRI for
                  such Property as set forth in Exhibit "B-1," then the portion
                  of the Purchase Price which Sellers and Purchaser may agree to
                  be allocated to such Property, shall be adjusted in the same
                  proportion that the actual NRI for such property bears to the
                  NRI shown in Exhibit "B-1."

                           (2) If the Defect is a lien, encumbrance, or other
                  charge upon the Property which is liquidated in amount, then
                  the adjustment shall be the sum necessary to be paid to the
                  obligee to remove the Defect from the Property;

                           (3) If the Defect is curable, but not cured by
                  Closing, and Sellers desire to continue to attempt to cure
                  such Defect, the Parties shall attempt to agree upon an amount
                  to instruct the Escrow Agent (defined herein) to withhold at
                  Closing, pursuant to the Escrow Agreement (defined herein);

                           (4) If the Purchase Price adjustment for any such
                  Defect cannot be determined, and the Sellers and Purchaser
                  cannot agree in good faith on the amount of the adjustment to
                  the Purchase Price, the Purchaser may (a) waive the Defect and
                  proceed with Closing or (b) exclude the affected Property and
                  reduce the Purchase Price based upon the value of the affected
                  Property, as such value may be agreed upon by Sellers and
                  Purchaser in good faith. In the further event the Parties are
                  unable to agree in good faith upon the value of the affected
                  Property, then either party hereto, upon written notice to the
                  other, may elect to terminate this Agreement. In the event
                  exclusion of any affected Property or adjustment due to Defect
                  results in a reduction of more than twenty-five percent (25%)
                  of the Purchase Price, either Party may terminate this
                  Agreement by delivery of written notice so indicating to the
                  other Party. In the event this Agreement shall be so
                  terminated, the Escrow Deposit (plus accrued interest) shall
                  be returned to Purchaser, and the Parties hereto shall have no
                  further rights or obligations under this Agreement.

                  (d) Definition of Defect. For the purpose of this Agreement, a
         "Defect" shall be defined as:

                           (1) Any material encumbrance, lien, mortgage, breach
                  of representation or warranty, production payment, pledge,
                  claim, charge, call on production, default,

PURCHASE AND SALE AGREEMENT - PAGE 8

                  defect, Condition, unleased mineral interest, preferential
                  right, or requirement for consent to assignment affecting the
                  Property;

                           (2) Sellers' NRI in any Property is less than the NRI
                  for such Property which is set forth in Exhibit "B-1," or
                  Sellers' gross working interest ("GWI") in any Property is
                  less than the working interest shown in Exhibit "B-1," or
                  Sellers' GWI in any Property is greater than the working
                  interest shown in Exhibit "B-1" without a corresponding
                  increase in the NRI in such Property.

                  (e) Other Property Information. If, based upon Purchaser's
         examination of the Records according to paragraph 6(b) hereof,
         Purchaser shall determine that any information, statement, or data
         contained in any information, reports, statement, or data furnished to
         Purchaser or used in its economic analysis of the Property is not true
         or correct in any material respect, upon discovery of any incorrect
         information, Purchaser may give written notice to Sellers of such
         inaccuracy or misstatement. Any such notice must be provided in writing
         during the Review Period, or it will be deemed to be waived. Such
         notice shall provide a summary of such inaccuracy or misstatement. Upon
         receipt of such notice, Sellers shall have the option, but not the
         obligation, to (a) cure or remedy such inaccuracy or misstatement to
         the reasonable satisfaction of Purchaser; or (b) agree with Purchaser
         on a reduction to the Purchase Price which reduction shall reflect
         Purchaser's reasonably anticipated cost to remedy such inaccuracy or
         misstatement. If the inaccuracy or misstatement cannot be cured or
         remedied to Purchaser's reasonable satisfaction, and if agreement
         cannot be reached on reduction to the Purchase Price, then the affected
         Property shall be excluded from the Property to be acquired by
         Purchaser hereunder, and the Purchase Price shall be reduced by the
         value of the affected Property (or that portion of such Property so
         affected) as may be agreed upon by Sellers and Purchaser in good faith.
         In the event the Parties fail to agree upon the implementation of
         either Subclause (a) or (b) prior to Closing, and if a reduction of
         more than twenty-five percent (25%) in the Purchase Price results from
         the exclusion by Purchaser of the affected Property, Purchaser may
         terminate this Agreement by delivery of written notice so indicating to
         the Sellers, in which event this Agreement shall terminate, and the
         Escrow Deposit (plus accrued interest) shall be returned to Purchaser,
         and the Parties hereto shall have no further rights or obligations
         under this Agreement;

                  (f) Casualty Loss. If, prior to Closing, any Property is
         substantially damaged or destroyed by fire or other casualty ("Casualty
         Defect"), Sellers shall notify Purchaser promptly after Sellers learn
         of such event. Sellers shall have the right, but not the obligation, to
         cure any such Casualty Defect by repairing such damage or, in the case
         of personal property, fixtures, replacing the Property affected thereby
         with equivalent items, no later than the date of Closing. If any
         Casualty Defects exist at Closing, Purchaser may proceed to purchase
         the Property affected thereby, and the Purchase Price shall be reduced
         by the aggregate reduction in the value of such Property on account of
         such Casualty Defects, as determined by the mutual agreement of the
         Parties, or if the Parties are unable to agree on such amount prior to
         Closing, then such determination shall be made by an appraiser chosen
         by the Parties (acting in good faith) and knowledgeable in the field to
         determine such value. Notwithstanding anything to the contrary
         contained herein, Sellers shall be entitled to retain all insurance
         proceeds and claims against other Parties in respect of any such
         Casualty Defect which occurs prior to closing unless no reduction is
         made in the Purchase Price as a result of such Casualty Defect, in
         which event Purchaser shall be entitled to the insurance proceeds and
         claims against other Parties arising from such Casualty Defect.
         Provided, however, if any Casualty Defect materially and adversely
         affects the value of the Property as a whole by more than twenty-five
         percent (25%) of the Adjusted Purchase Price, then Purchaser may
         terminate this Agreement, in which event the Escrow Deposit (plus
         accrued interest) shall be returned to Purchaser.

                  (g) Reduction of Purchaser's Notes. In the event of any
         downward adjustment of the Purchase Price under this paragraph 6, then,
         unless the parties agree otherwise in writing, the amount of the
         promissory note described in paragraph 3(d) hereof shall be reduced by
         such downward adjustment, provided, if such note is not sufficient to
         absorb such downward adjustment, then the promissory note described in
         paragraph 3(c) shall be reduced by the amount of the downward
         adjustment which exceeds the amount of the promissory

PURCHASE AND SALE AGREEMENT - PAGE 9

         note described in paragraph 3(d). If the promissory note in paragraph
         3(c) is not sufficient to handle such downward adjustment, then the
         promissory note described in paragraph 3(b) shall be reduced by the
         amount of the downward adjustment which exceeds the total amount of the
         promissory notes described in paragraphs 3(d) and 3(c). If such note is
         not sufficient to handle such downward adjustment, then the cash
         portion of the Purchase Price described in paragraph 2(a) shall be
         reduced by the amount of the downward adjustment which exceeds the
         total amounts of the promissory notes described in paragraphs 3(d),
         3(c), and 3(b).

         7.       Sellers' Covenants, Representations, and Warranties. Sellers
represent and warrant to Purchaser that:

                  (a) Enexco is a corporation duly organized, validly existing,
         and in good standing under the laws of the State of Texas; (ii) Enexco
         is duly qualified to transact business in each jurisdiction where the
         nature and extent of its business and properties require the same in
         order for it to perform its obligations under this Agreement; (iii)
         Enexco possesses all requisite authority, power, licenses, permits, and
         franchises to conduct its business and execute, deliver, and comply
         with the terms and provisions of this Agreement and any other document,
         instrument, or agreement provided for herein, including the Assignment,
         all of which have been duly authorized and approved by all necessary
         corporate action and for which no further approval or consent is
         required;

                  (b) N & R Resources is a corporation duly organized, validly
         existing, and in good standing under the laws of the State of Texas;
         (ii) N & R Resources is duly qualified to transact business in each
         jurisdiction where the nature and extent of its business and properties
         require the same in order for it to perform its obligations under this
         Agreement; (iii) N & R Resources possesses all requisite authority,
         power, licenses, permits, and franchises to conduct its business and
         execute, deliver, and comply with the terms and provisions of this
         Agreement and any other document, instrument, or agreement provided for
         herein, including the Assignment, all of which have been duly
         authorized and approved by all necessary corporate action and for which
         no further approval or consent is required;

                  (c) This Agreement has been duly executed and delivered on
         behalf of Sellers and is binding and enforceable against Sellers in
         accordance with its terms and at the Closing. All documents and
         instruments required hereunder to be executed and delivered by Sellers
         shall have been duly executed and delivered at Closing, and the
         execution, delivery, and performance of this Agreement by Sellers and
         the consummation of transactions contemplated hereby will not
         constitute a breach of, an event of default under, a violation of, or a
         conflict with any agreement or other instrument to which Sellers is a
         party (except to the extent such instrument may be released at the
         Closing), nor will the same cause Sellers to be in violation of their
         Articles of Incorporation or Bylaws, as the case may be, or any
         applicable laws or regulations or any order of any court or
         governmental agency having jurisdiction;

                  (d) All ad valorem, property, production, severance, excise,
         and similar taxes and assessments based on or measured by the ownership
         of the Property or the Production or the receipt of proceeds therefrom,
         which have become due and payable prior to the date hereof with respect
         to the Property have been properly paid, and Sellers' allocable share
         of such taxes and assessments which become due and payable prior to the
         Closing shall be properly paid by Sellers, and all royalties,
         overriding royalties and payments to any third parties which have
         become due and payable prior to the date hereof with respect to
         production from the Property, have been properly paid, and will be
         hereafter properly paid for the period prior to Closing.

                  (e) Sellers have incurred no liability, contingent or
         otherwise, for brokers' or finders' fees in respect of this transaction
         for which Purchaser shall have any responsibility whatsoever;

                  (f) Prior to the Closing, Sellers will pay or cause to be paid
         all costs and expenses incurred in connection with the Property and
         will comply with all contracts or other agreements relating to the
         Property incurred while owned by Sellers;

PURCHASE AND SALE AGREEMENT - PAGE 10

                  (g) To the best of Sellers' information and belief, all laws,
         regulations, and orders of all governmental agencies having
         jurisdiction over the Property have been and shall continue to be
         complied with until the Closing;

                  (h) There are no first rights of refusal, consents,
         authorizations, preferential rights, options, or claims of a similar
         nature affecting the Property, other than those listed in Exhibit "E,"
         said listed consents defined herein as "Consents";

                  (i) Sellers shall, upon request, subrogate Purchaser to any
         claim which Sellers may have against any third party, prior owner,
         vendor, or assignor with respect to the share of the Property acquired
         by Purchaser, or the title thereto;

                  (j) There are no "imbalances" which allow any other party to
         make up production at any time after the Effective Date, under any
         operating agreement, gas balancing agreement and storage agreement, gas
         transportation agreement, gas processing or dehydration agreement, or
         other similar agreement relating to the Property;

                  (k) Sellers have not directly or indirectly reserved or
         retained any recorded or unrecorded interest or rights in any of the
         Property, and Sellers shall not reserve any recorded or unrecorded
         executory interest or rights relating to the Property;

                  (1) The Assignment to Purchaser shall contain a special
         warranty as to its right, title, and interest as described in the
         exhibits attached hereto, by, through, and under Sellers, but not
         otherwise; and the Assignment shall contain a warranty by Sellers that
         the Property is free and clear of all encumbrances, liens, and
         mortgages created by, through, or under Sellers, save and except such
         encumbrances expressly set forth in the exhibits attached hereto, and
         further save and except liens for taxes not yet due and payable;

                  (m) Except as set forth in Exhibit "F" attached hereto, the
         Property is not subject to any restriction, reservation, reversionary
         interest, drilling or development obligation, or other material
         obligation or burden on the operation or the disposition of Production
         attributable to the Property;

                  (n) No part of any of the Property is affected by any
         prepayment arrangement under any contract for the sale of oil or gas,
         or by any production payment or any other arrangement for delivery of
         oil or gas produced from any of the Property at some future time
         without Purchaser then or thereafter receiving full payment therefor,
         and no third party now has or at Closing will have any right to take
         makeup gas for which it has already paid. As of the Effective Date,
         there are no volumes of makeup gas owing, or accumulated transportation
         credits due, to gas purchasers on account of any "take-or-pay" or other
         provisions of any contract, and Sellers have not produced or sold more
         than their pro-rata share of the gas from any Wells included in the
         Property;

                  (o) Except as may be set forth in Exhibit "G" attached hereto,
         there are no gas purchase or sale agreements, and no gas gathering or
         transportation agreements, affecting the Property that cannot be
         terminated upon ninety (90) days' written notice;

                  (p) Without the prior written consent of Purchaser, Sellers
         (i) shall not enter into any new agreements or commitments affecting
         the Property which extend beyond the Closing, and (ii) will not modify
         or terminate any agreements affecting any of the Property, including,
         without limitation, any oil and gas leases, unitization or pooling
         agreements, operating agreements, pipeline agreements, processing
         agreements, and hydrocarbon sales contracts, and (iii) will not further
         encumber, sell, mortgage, release, abandon, or otherwise dispose of any
         of the Property or any interests therein;

                  (q) There is not any suit, action, or other proceeding pending
         or threatened which affects or relates to the Property, or seeks to
         restrain or prohibit Sellers from selling or conveying to Purchaser the
         share of the Property to be purchased herein. Sellers shall promptly
         notify Purchaser of any such proceedings which may arise or be
         threatened prior to Closing;

PURCHASE AND SALE AGREEMENT - PAGE 11

                  (r) There are no operating agreements with third parties
         affecting the Property except those set forth in Exhibit "H" attached
         hereto;

                  (s) Sellers have no knowledge and have not received any notice
         of any claimed default (or any event which, with the giving of notice
         or the passage of time, or both, would constitute a default) under (i)
         the Leases, (ii) any order, writ, injunction, or decree of any court,
         commission, or administrative agency affecting the Property or (iii)
         any other agreement affecting the Property. Sellers shall promptly
         notify Purchaser of any such notice hereafter received by Sellers and
         the occurrence of any such event of which Sellers become aware prior to
         Closing;

                  (t) There are no tax partnerships affecting any of the
         Property;

                  (u) To the best of Sellers' information and belief, no
         Production from any Well on the Property has occurred in excess of that
         permitted by law, orders, or regulations;

                  (v) To the best of Sellers' information and belief, there has
         been no material injury or damage to any of the Property which has not
         been fully repaired, replaced, or rebuilt;

                  (w) Except for depletion due to continued production, there
         has been no substantial and material change in condition of the
         Property between the date hereof and Closing;

                  (x) To the best of Sellers' information and belief, all
         easements, rights of way, permits, crossing agreements, and surface
         rights included in the Property are in full force and effect and are
         valid and subsisting, and freely assignable, and all rentals and other
         payments due thereunder have been properly and timely paid and all
         conditions necessary to keep them in force have been duly performed;

                  (y) From and after the effective date of its acquisition of
         its ownership in the Leases, the Sellers have performed all obligations
         required to be performed under such Leases, or any other instruments
         and agreements relating to the Properties, and is not in default
         thereunder, and to the best of Sellers' information and belief, each of
         the Leases to be conveyed is valid and in full force and effect;

                  (z) To the best of Sellers' knowledge, Sellers own each Lease
         and Property in the undivided share reflected by the "Working Interest"
         described and set forth in Exhibit "B-1" for each particular Lease and
         Property, and Sellers own for each Lease and Property the share of
         Production reflected as "Net Revenue Interest" in Exhibit "B-1"
         attached hereto. Sellers are being paid not less than the fractional
         "Net Revenue Interest" for each Property as reflected in Exhibit "B-1"
         hereto, and, for expenses and costs for each Property Sellers are not
         paying more than the fractional interest specified under "Working
         Interest" for each Property in Exhibit "B-1" hereto;

                  (aa) To the best of Sellers' information and belief, all
         rentals and bonuses have been timely and fully paid and discharged, and
         all conditions necessary to keep the Leases in full force have been
         performed and that no proceeds from the sale of Production attributable
         to the Property are currently being held in suspense by any purchaser
         thereof;

                  (bb) The Sellers have not collected any proceeds from the sale
         of Production attributable to the Property which are subject to refund,
         or if so, that any such refund, if not otherwise accounted for under
         this Agreement, shall be the sole responsibility of the Sellers;

                  (cc) Except as listed in Exhibit "I" attached hereto, to the
         best of Sellers' information and belief, there are no Wells located on
         the Property that Sellers are obligated by law or contract to plug and
         abandon, that Sellers will be obligated by law or contract to plug and
         abandon at the present time, and with the lapse of time or notice, or
         both, because the well is not currently capable of producing production
         in commercial quantities, or

PURCHASE AND SALE AGREEMENT - PAGE 12

         because the Well is subject to exceptions to a requirement to plug and
         abandon issued by a regulatory authority having jurisdiction over the
         Property;

                  (dd) To the best of Sellers' information and belief, there are
         no presently existing Conditions (as defined herein and by existing
         federal or state regulations) affecting the Property, which might give
         rise to a cause of action on behalf of any governmental agency or third
         party, against either Purchaser or Sellers;

                  (ee) All information and data provided to Purchaser concerning
         the Property is true and correct to the best of Sellers' information,
         knowledge, and belief;

                  (ff) The Sellers represent and agree that (i) Sellers'
         acquisition of QSR Shares will not be made with a view toward the
         "distribution" of such shares, as defined in the securities Act of
         1933, as amended (the "1933 Act"); (ii) such shares may not be
         transferred or hypothecated unless, in the opinion of counsel to the
         corporation, such transfer or hypothecation would be in compliance with
         the registration provisions of the 1933 Act or pursuant to an exemption
         therefrom; and (iii) the Seller who shall acquire such shares agrees to
         sign an agreement to such effect at the time of Closing and agrees that
         the certificate for the shares so acquired may be inscribed with a
         legend to ensure compliance with the 1933 Act. Sellers understands that
         the shares will not, subject to paragraph 18 below, be registered under
         the 1933 Act, or under the laws of any jurisdiction. The Sellers,
         themselves, or through their advisers, are sophisticated and
         experienced in financial business and investment matters, and as a
         result, the Sellers are in a position to evaluate the merits and risks
         of an investment in Queen Sand Resources, Inc., a Delaware corporation;

                  (gg) Environmental Current Status. To the best of Sellers'
         knowledge, the Property and Sellers are not in violation of or subject
         to any existing, pending, or threatened investigation or inquiry by any
         governmental authority or to any remedial obligations under any
         applicable laws pertaining to health or the environment (such laws as
         they now exist or are hereafter enacted and/or amended hereinafter
         sometimes collectively called "Applicable Environmental Laws"),
         including without limitation the Comprehensive Environmental Response,
         Compensation, and Liability Act of 1980, as amended by the Superfund
         Amendments and Reauthorization Act of 1986 (as amended, hereinafter
         called "CERCLA"), the Resource Conservation and Recovery Act of 1976,
         as amended by the Used Oil Recycling Act of 1980, the Solid Waste
         Disposal Act Amendments of 1980, and the Hazardous and Solid Waste
         Amendments of 1984 (as amended, hereinafter called "RCRA"), the Texas
         Water Code and the Texas Solid Waste Disposal Act, and this
         representation will continue to be true and correct following
         disclosure to the applicable governmental authorities of all relevant
         facts, conditions, and circumstances, if any, pertaining to the
         Property and Sellers. The terms "hazardous substance" and "release" as
         used in this Agreement shall have the meanings specified in CERCLA, and
         the terms "solid waste" and "disposal" (or "disposed") shall have the
         meanings specified in RCRA; provided, in the event either CERCLA or
         RCRA is amended so as to broaden the meaning of any term defined
         thereby, such broader meaning shall apply subsequent to the effective
         date of such amendment and provided further, to the extent that the
         laws of the State of Texas establish a meaning for "hazardous
         substance," "release," "solid waste," or "disposal" which is broader
         than that specified in either CERCLA or RCRA, such broader meaning
         shall apply.

                  (hh) Jane E. Rather warrants and represents that she is

                           a) a natural person whose individual net worth, or
                  joint net worth with her spouse, at the time of this purchase
                  exceeds $1 million; or

                           b) a natural person who had an individual income in
                  excess of $200,000.00 in each of the two most recent years or
                  joint income with her spouse in excess of $300,000.00 in each
                  of those years and has a reasonable expectation of reaching
                  the same income level in the current year.

                  (ii) The sum of $158,019.30 was the unpaid principal
         indebtedness as of October 4, 1996, under that certain Promissory Note
         dated January 27, 1994, from Enexco,

PURCHASE AND SALE AGREEMENT - PAGE 13

         Inc., as maker, to Oak Lawn Investments, Inc., as payee, and the
         interest has been paid current under the note.

                  (jj) On or after Closing, Sellers shall cause to be delivered
         to Purchaser a stipulation, or other document, in a form acceptable to
         Purchaser, (i) which shall be executed by all parties, or their
         respective successors and assigns, to the following contract:

                           Agreement for Assignment between Oak Lawn
                  Investments, Inc., and Enexco, Inc., dated July 28, 1994.

         (ii) by which document the parties stipulate and agree that the funds
         remaining to be recovered, to effect payout, and reversion, under such
         contract, shall not be more than $158,019.30, and (iii) which document
         shall be in recordable form to provide notice of the rights to
         Purchaser upon payout.

                  (kk) The provisions of this paragraph 7 shall survive Closing
         for a period of four (4) years from the date of Closing.

         8.       Purchaser's Representations and Warranties. Purchaser
represents and warrants to Sellers that:

                  (a) Purchaser: (i) is a corporation duly organized, validly
         existing, and in good standing under the laws of the State of Nevada;
         (ii) is duly qualified to transact business in each jurisdiction where
         the nature and extent of its business and properties require the same
         in order for it to perform its obligations under this Agreement; and
         (iii) possesses all requisite authority, power, licenses, permits, and
         franchises to conduct its business and execute, deliver, and comply
         with the terms and provisions of this Agreement and any other document,
         instrument, or agreement provided for herein, all of which have been
         duly authorized and approved by all necessary corporate action and for
         which no further approval or consent is required;

                  (b) The consummation of the transactions contemplated by this
         Agreement will not violate, or be in conflict with (i) any agreement or
         instrument to which Purchaser is a party; or (ii) any judgment or
         decree applicable to Purchaser as a party in interest with respect
         thereto;

                  (c) This Agreement has been duly executed and delivered on
         behalf of Purchaser, and at the Closing, all documents and instruments
         required hereunder to be executed and delivered by Purchaser (or its
         assignees) shall have been duly executed and delivered;

                  (d) Subject to the conditions herein, Purchaser has or will
         have at Closing (i) the financial capability or (ii) commitments from
         responsible financial institutions to provide the funds required by
         Purchaser, to pay the Purchase Price and consummate the transaction
         contemplated hereby within the time period contemplated herein;

                  (e) Purchaser either has performed, or prior to closing will
         perform, whatever inspection of the Property and Sellers' title thereto
         that Purchaser deems appropriate and knows the condition thereof and is
         purchasing the Property as a result of such inspections and not because
         of, or in reliance on, any representation or warranty made by Sellers
         other than those expressly set forth in this Agreement;

                  (f) In the event the Purchase Price is adjusted down at
         Closing, based upon any unpaid taxes as set forth in paragraph 5(b)(2)
         hereof (the "Tax Adjustment"), Purchaser agrees to timely make payment
         (equivalent to the Tax Adjustment) to such taxing authorities as may be
         appropriate;

                  (g) The provisions of this Paragraph 8 shall survive Closing
         for a period of four (4) years from the date of Closing.

PURCHASE AND SALE AGREEMENT - PAGE 14

         9.       Conditions to Obligations of Purchaser. The obligations of
Purchaser to consummate the transaction provided for herein are subject, at the
option of Purchaser, to the fulfillment on or prior to Closing, of each of the
following conditions:

                  (a) Representations. The representations and warranties of
         Sellers herein contained shall be true and correct in all material
         respects at Closing as though made on and as of such date (unless
         appropriate adjustments or remediation has been made in accordance with
         paragraph 6 hereof);

                  (b) Performance. Sellers shall have performed all obligations,
         covenants, and agreements hereunder and shall have complied with all
         covenants and conditions contained in this Agreement to be performed or
         complied with by it at or prior to the Closing;

                  (c) Pending Matters. No suit, action, or other proceedings
         shall be pending or threatened (a) against Sellers before any court or
         governmental agency which might result in impairment or loss of value
         as to Sellers' title to any part of the Property; or (b) which seeks to
         restrain, enjoin or otherwise prohibit the consummation of the
         transactions contemplated by this Agreement;

                  (d) Liability. No liability which affects, in a materially
         adverse manner, the Property or Purchaser's ability to receive the
         economic benefits therefrom has been or is threatened to be asserted
         with respect to the Property;

                  (e) Defects. No Defects shall be present, which are not cured
         by Sellers or waived by Purchaser as provided herein;

                  (f) Records and Access. Sellers shall have afforded Purchaser
         and its officers, employees, and representatives timely and reasonable
         access to the Records as required herein;

                  (g) Title Records. If (i) after the review of Sellers' Records
         relating to the Property, Purchaser and/or Purchaser's lender fail or
         refuse in their respective discretion, to approve title to the
         Property, or to any particular property of the Property, on account of
         the Sellers' lack of sufficient or comprehensive title information
         which assure Purchaser or Purchaser's lender that the title is good and
         indefeasible and (ii) to approve such title, Purchaser or Purchaser's
         lender, or either or them, determine in their discretion that the costs
         to them, or either of them, of title examination are more than they, or
         either of them, desire to absorb and pay in order to approve the title,
         then Purchaser shall promptly notify Sellers, and in such event, this
         Agreement shall be terminated and shall be without further force and
         effect, in which event Purchaser shall be entitled to the return of the
         Escrow Deposit (plus accrued interest).

         10.      Sellers' Obligations at Closing. At the Closing, Sellers shall
deliver to Purchaser the following items; however, item (e) will be delivered as
soon prior to Closing as reasonably practical:

                  (a) The Assignments, duly executed and acknowledged by
         Sellers;

                  (b) Duly executed and acknowledged releases of all liens and
         burdens on the Property or on Production therefrom or attributable
         thereto;

                  (c) Executed transfer orders (or letters in lieu thereof)
         addressed to all purchasers of production from the Property;

                  (d) Any other executed documents or instruments which may be
         reasonably required to consummate the transactions contemplated herein
         and to fully vest Purchaser with operations and title to the Property
         as contemplated hereby;

                  (e) The "Interim Settlement Statement," which shall set forth
         the Purchase Price and adjustments thereto provided for in this
         Agreement which are or may be determined at

PURCHASE AND SALE AGREEMENT - PAGE 15

         or prior to the Closing, which statement shall be delivered to
         Purchaser as soon as reasonably practical prior to Closing for
         Purchaser's review and approval;

                  (f) A copy of the Form P-4 for each Property, save and except
         the Kruger Well, duly executed by the current operator, transferring
         operations to Purchaser, or the designee of Purchaser;

                  (g) All consents required of third parties, who are identified
         in Exhibit "E" attached, properly executed and in form approved by
         Purchaser; and

                  (h) All releases of current liens of lenders and any other
         lien holders, including holders of any judgment liens, encumbering all
         or any part of the Property, properly executed in form acceptable by
         Purchaser.

         11.      Purchaser's Obligations at Closing. At the Closing, Purchaser
shall:

                  (a) Deliver the Adjusted Purchase Price in the manner
         described in paragraph 5, in cash or other immediately available funds
         (which shall be subject to a subsequent accounting between Sellers and
         Purchaser pursuant to this Agreement); and

                  (b) Execute and deliver to Sellers the promissory notes
         described in paragraph 3(b), (c), and (d) hereof; and

                  (c) Deliver to Sellers a counterpart copy of the Subscription
         Agreement, executed by Sellers and QSR, covering the QSR Shares, along
         with the instruction letter to the transfer agent, Continental Stock
         Transfer & Trust Co., authorizing and directing the delivery of the QSR
         Shares to Jane E. Rather; and

                  (d) Deliver payment to Texas Central Bank of the sums agreed
         to be paid by Purchaser pursuant to Paragraph 3(f); and

                  (e) Deliver payment to Sellers' counsel of one-half of
         Sellers' attorney's fees; and

                  (f) Execute and deliver any other documents or instruments
         which may be required to consummate the transactions contemplated
         herein.

         12. Notices. All notices, demands, and requests which may be given or
which are required to be given by either Party to the other shall be in writing.
Any notice, demand, or communication required or permitted hereunder shall be
deemed to be delivered on actual receipt or three (3) days after being sent by
overnight courier or Certified U.S. Mail to Sellers or Purchaser, whichever
occurs first, respectively, as follows:

Sellers: PURCHASER: Enexco, Inc., N & R Resources, Inc., Queen Sand Resources, Inc. C. Noell Rather, Ralph E. Rather, Suite 380, Lock Box 31 Michael Rather, Jane E. Rather, 3500 Oak Lawn Avenue C. David Rather Dallas, Texas 75219-4398 Suite 380, Lock Box 31 Attn.: Edward Munden 3500 Oak Lawn Avenue President Dallas, Texas 75219-4398 Telephone: 214-521-9959 Telephone: 214-522-1975 Facsimile: 214-521-9960 Facsimile: 214-520-1804
or such other address as Purchaser or Sellers may, from time to time, designate pursuant to the terms hereof. A facsimile transmission shall be considered an original document for purposes of providing notice under this section. PURCHASE AND SALE AGREEMENT - PAGE 16 13. Furnishing Data and Information. The Sellers also agree to promptly cooperate in all reasonable requests by Purchaser in furnishing copies, at Purchaser's expense, of all Records necessary for Purchaser to conduct its due diligence under the terms of this Agreement. 14. Post-Closing Adjustments. (a) As soon as practicable after the closing, and in any event within sixty (60) days after Closing, Sellers shall prepare and deliver to Purchaser, in accordance with this Agreement and generally accepted accounting principles, a statement (the "Final Settlement Statement") setting forth each adjustment or payment pursuant to paragraph 5 hereof that was not finally determined as of the Closing ("Post-Closing Adjustments") and showing the calculation of such Post-Closing Adjustments and the aggregate amount thereof. Within ten (10) business days after receipt of the Final Settlement Statement, Purchaser shall deliver to Sellers a written report containing any changes that Purchaser proposes be made to the Final Settlement Statement. The Parties undertake to agree with respect to the amounts of such Post-Closing Adjustments no later than ninety (90) days after the Closing Date. The date upon which such agreement is reached or upon which the aggregate amount of the adjustments are finally established shall be herein called the "Final Settlement Date." Sellers shall pay to Purchaser, or vice versa, as the case may be, within ten (10) business days after the Final Settlement Date the amount of such adjustments (as finally established), by means of wire transfer in immediately available funds or by means of a certified bank check; (b) The provisions of this paragraph 14 shall survive the Closing. 15. Failure to Perform/Termination of Agreement. If the Sellers should fail to fully and timely perform any of its obligations hereunder, or should fail to consummate the sale of the Property, except due to the Purchaser's default, the Purchaser may, at its option, enforce specific performance of this Agreement, or terminate this Agreement. If Purchaser should fail to fully and timely perform any of its obligations hereunder, and fail to consummate the purchase of the Property, except due to the Sellers' default or other provisions in this Agreement that permit Purchaser to terminate this Agreement, the Sellers shall have all remedies to which it is entitled as a matter of law. 16. Indemnification by Sellers. (a) Each Seller agrees to indemnify and save and hold harmless Purchaser against and from any loss, damage, or expense sustained by Purchaser arising out of or resulting from any breach by such Seller of any of the representations and warranties made hereunder and not waived by Purchaser; (b) Each Seller agrees to indemnify and save and hold harmless Purchaser against all claims, liabilities, costs, expenses, taxes, and liability arising out of the ownership or operation of the interest in the Property owned by such Seller and acquired by Purchaser hereunder, and based upon the occurrence of events, the accrual of obligations or liabilities, or the existence of conditions prior to the Effective Date; (c) If any claims for brokerage fees are asserted against Purchaser in connection with this transaction based upon alleged commitments made by Sellers, Sellers shall indemnify Purchaser against all such claims and reimburse Purchaser for all reasonable expenses incurred in responding to such claims, including reasonable attorney's fees; (d) Notwithstanding anything to the contrary contained herein, each Seller agrees to indemnify and save and hold harmless Purchaser for such Seller's gross negligence or willful misconduct for that period of time between the Effective Date and Closing; (e) The provisions of this paragraph 16 shall survive Closing for a period of four (4) years from the date of Closing, and Purchaser shall not be entitled to assert any right of indemnification hereunder after such date. PURCHASE AND SALE AGREEMENT - PAGE 17 17. Indemnification by Purchaser. (a) Purchaser agrees to indemnify and save and hold harmless Sellers against and from any loss, damage, or expense sustained by Sellers arising out of or resulting from any breach of any of the representations and warranties made hereunder and not waived by Sellers; (b) Purchaser shall assume and hereby agrees to pay, honor, discharge, and perform fully and timely, the obligations and liabilities directly associated with the Sellers' interest in the share of the Property acquired by Purchaser hereunder, which are attributable to the period of time from and after the Effective Date; (c) Purchaser agrees to indemnify and save and hold harmless Sellers against all claims, costs, expenses, and liabilities arising out of the ownership or operation of the share of the Property acquired by Purchaser hereunder and based upon the occurrence of events, the accrual of obligations or liabilities, or the existence of conditions on and subsequent to the Effective Date (but not including the costs and expenses incurred with respect to this Agreement and the purchase of Sellers' interest in the Property or the negotiations leading to such purchase); (d) If any claims for brokerage fees are asserted against Sellers in connection with this transaction based upon alleged commitments made by Purchaser, Purchaser shall indemnify Sellers against all such claims and reimburse Sellers for all reasonable expenses incurred in responding to such claims, including reasonable attorney's fees; (e) The provisions of this paragraph 17 shall survive Closing for a period of four (4) years from the date of Closing, and Sellers shall not be entitled to assert any right of indemnification hereunder after such date. 18. Registration Rights. If Queen Sand Resources, Inc., a Delaware corporation, shall at any time after Closing determine in its discretion to proceed with the actual preparation and filing of a registration statement under the Securities and Exchange Act of 1933 as amended in connection with the proposed offer and sale for cash of any of its securities by it or any of its security holders (other than a future Form S-8 or similar registration statement), the Purchaser will give written notice of its determination to the particular Seller or Sellers receiving the QSR Shares under this Agreement (the "Share Owners"). Upon the written request of the Sellers given within thirty (30) days after receipt of any such notice from the Purchaser, the Purchaser will, except as herein provided, cause all of the QSR Shares issued to the Share Owners pursuant hereto, or to the extent requested by Sellers, to be included in such registration statement, and to be so registered, all to the extent requisite to permit the sale or other disposition by the Share Owners; provided however, that nothing herein shall prevent Queen Sand Resources, Inc., a Delaware corporation, from, at any time, in its discretion, abandoning or delaying any registration. If any registration pursuant to this paragraph shall be underwritten in whole or in part, the Purchaser may require that the QSR Shares requested for inclusion pursuant to this paragraph 18 be included in the underwriting on the same terms and conditions as the securities otherwise being sold through the underwriters. In the event that, in the good faith judgment of the managing underwriter of such public offering, the inclusion of all of the QSR Shares originally covered by a request for registration would materially adversely interfere with the distribution of the shares of stock offered by the Purchaser, the number of shares issued pursuant hereto and otherwise to be included in the underwritten public offering may be reduced. In connection with, and as a condition to, any such registration, the Share Owners shall enter into an indemnification agreement, in form and substance satisfactory to the Purchaser relating to such registration. All federal and state registration fees and fees of the National Association of Securities Dealers, Inc., relating to any such registration of such shares shall be borne by the Sellers. All other expenses relating to such registration will be borne by the Purchaser. 19. Operations. All of the properties covered by this Agreement are operated by Sellers, save and except the Krueger Well (the "Operated Properties"). Regarding operations, the Parties agree as follows: PURCHASE AND SALE AGREEMENT - PAGE 18 (a) At Closing there shall be delivered to Purchaser a Texas Railroad Commission Form P-4 for each of the Operated Properties, duly executed by the current operator for the transfer of operations. As to the Operated Properties in which Sellers, or any of them, retain an interest, by their signatures hereto, Sellers hereby irrevocably appoint Purchaser their agent and attorney in-fact to cast the ballot of Sellers in the selection of a successor operator hereafter, in the event of any election hereafter of a successor operator of a particular Operated Property occurs by reason of the sale and conveyance under this Agreement under and pursuant to the terms of any operating agreements which may cover the particular Operated Property. (b) Sellers shall notify any third party non-operating joint owners of the resignation of Seller as operator and with reasonable diligence and in good faith, shall assist Purchaser in acquiring the consents of any such owners to the selection of Purchaser's designated operator as the successor operator of the Operated Properties. (c) It is understood and agreed that the ability of Purchaser to select an operator of its choice is a very material consideration to Purchaser in this Agreement, and, as to the Operated Properties in which any of the Sellers retain an interest, the Sellers shall take no action to thwart or hinder Purchaser in its attempt to designate an operator of its choice as the operator of any of the properties. Sellers agree to cast their ballot for the operator of Purchaser's choice in the event of any elections hereafter of the operator on any of the properties, including both the Operated and Non-Operated Properties, and shall otherwise assist Purchaser in its efforts to have the properties operated by an operator of Purchaser's choice. Sellers shall not seek the operations of any property without the express written consent of Purchaser. 20. Confidentiality. Prior to Closing, the Sellers shall be furnishing to Purchaser various information relating to Sellers and the Property, and Sellers' business activities, assets, finances, costs, revenues, rights, obligations, liabilities, and strategies. In consideration of the Sellers furnishing this information to Purchaser, Purchaser agrees that prior to Closing (a) that such information is confidential and/or proprietary to Sellers, and such information shall be entitled to and shall receive treatment as such by Purchaser; (b) Purchaser shall use its best efforts, and will advise all of its employees, representatives, agents, and advisors who have access to such information, to use their best efforts to hold in confidence, not to disclose to others, and not to use (except in respect of the transaction contemplated by this Agreement) any such information; and (c) if Closing does not occur, all such information, unless otherwise specified in writing, shall remain the property of Sellers, and shall be returned to Sellers together with any copies made thereof. Prior to Closing, Purchaser shall provide such information only to its employees, representatives, agents, and advisors who have need to know such information in connection with this Agreement. 21. Subordination of Debt. Purchaser contemplates a loan from Comerica Bank - Texas to acquire certain financing which shall be necessary for closing hereunder. The following terms of subordination are required by Comerica Bank - Texas as a condition to its loan to Purchaser: (a) The payment of all indebtedness now or at any time hereafter owing by Purchaser to Sellers, of whatever nature and however arising, shall be subject, subordinate, and inferior to the prior payment of all indebtedness now or hereafter owing by Purchaser to Comerica Bank - Texas, whether now existing or hereafter arising ("Senior Indebtedness"). Provided, however, that so long as there has not occurred, or will not occur as a result of such a payment, an Event of Default, or there does not constitute a condition which, with lapse of time or notice, will constitute an Event of Default under the Credit Agreement dated December 1, 1995, as amended, between Purchaser and Comerica Bank - Texas, or under any security instrument executed and delivered to secure indebtedness owing by Purchaser to Comerica Bank - Texas, Purchaser may pay to Sellers from the income realized by it from its business and operations such amount or amounts as may be required to discharge the indebtedness of Purchaser to said Sellers. (b) Until the payment in full of the Senior Indebtedness, Sellers will not receive, accept, or collect any sum or asset for application on the indebtedness owing by Purchaser to Sellers, except as provided in subparagraph (a) above. PURCHASE AND SALE AGREEMENT - PAGE 19 (c) If Sellers receive any sum or asset for application on indebtedness owing to them by Purchaser other than in compliance with subparagraph (a), the same shall be received by them in trust for the benefit and account of the holder of the Senior Indebtedness and shall promptly be remitted and paid by it to such holder, in the form received. (d) In the event of any proceedings pursuant to any debtor relief laws involving Purchaser, said Sellers will at the request of the holder of the Senior Indebtedness file any claims, proof of claims, or other instruments of similar character and do and perform such other acts and things as are necessary and proper to enforce the obligations of Purchaser to said Sellers and will receive, hold, and remit pursuant to subparagraph (c) above any and all sums, assets, or dividends received in such proceedings on account of indebtedness of Purchaser to Sellers. (e) Comerica Bank - Texas may at any time and from time to time, without the consent of or notice to Sellers, without incurring responsibility to Sellers, and without impairing or releasing any of said Bank's rights or any of the obligations of Sellers hereunder; (i) change the amount, manner, place, or terms of payment or change or extend the time of payment of or renew or alter all or any part of the Senior Indebtedness; (ii) release or otherwise deal with all or any part of any property at any time pledged, mortgaged, or otherwise encumbered to secure all or any part of the Senior Indebtedness; (iii) release any party liable or becoming liable in any manner for the payment or collection of all or any part of the Senior Indebtedness; (iv) exercise or refrain from exercising any rights against Purchaser and others, including but not limited to Sellers; and (v) apply any sums, by whomsoever paid or however realized, to the Senior Indebtedness. 22. The lands contained within one statute mile from the boundary line of each of the properties contained within the Property shall constitute an area of mutual interest between the parties hereto. For a period extending for three (3) years from the date hereof and for so long thereafter as any of the leases described in the Exhibits attached to this contract shall remain in effect, should any party who is a Seller under this agreement acquire an interest in any oil and gas lease or leases, or rights to acquire any interest in any such lease or leases, which cover any of the land covering any of any such area of mutual interest, such acquiring Seller shall offer any such interests to the Purchaser, insofar as such interests cover the area of mutual interest, and shall cover an undivided share of the interests which is equivalent to the undivided share of the abutting properties acquired by Purchaser under this agreement. In this regard, (i) if the newly acquired interests cover the area of mutual interest applicable to the properties described in Exhibits "A-1" and "A-2," then the particular Seller shall offer Purchaser the entire (100%) interests acquired by the particular Seller, and (ii) if the newly acquired interests cover the area of mutual interest applicable to the properties described in Exhibits "A-3," "A-4," and "A-5," then the particular Seller shall offer Purchaser an undivided seventy-five percent (75%) of the interests acquired by the particular Seller, and (iii) if the newly acquired interests cover the area of mutual interest applicable to the properties described in Exhibits "A-6" and "A-7," then the particular Seller shall offer Purchaser an undivided fifty percent (50%) of the interest acquired by the particular Seller. In like manner, if Purchaser should acquire any such interest covering an area of mutual interest applicable to the properties described in Exhibits "A-3," "A-4," and "A-5," then Purchaser shall offer to the particular Seller or Sellers owning an interest in the abutting property an undivided twenty-five percent (25%) of the interest acquired. Further, if Purchaser should acquire any such interest covering an area of mutual interest applicable to the properties described in Exhibits "A-6" and "A-7," then Purchaser shall offer to the particular Seller or Sellers owning an interest in the abutting property an undivided fifty percent (50%) of the interest acquired. All interests offered under this agreement shall be at actual PURCHASE AND SALE AGREEMENT - PAGE 20 direct cost, and allocated to the undivided share purchased, and subject to no additional burdens. Any party acquiring any such interest within the area of mutual interest shall furnish the other party or parties to whom an offer is extended per the terms of this paragraph actual copies of (i) the lease, leases, or rights to acquire an interest in a lease or leases, (ii) the documents whereby the acquiring party acquired its interest, (iii) the instruments sufficient to verify the actual consideration paid, (iv) a plat or exact description of the location of the interest, and (v) any other documents which may be pertinent to the other party's evaluating the acquiring party's interest. The party or parties to whom the offer is tendered per this paragraph shall thereafter have thirty (30) days from receipt of such notice to notify the acquiring party of its election to acquire the interest offered per this paragraph. 23. Miscellaneous. (a) If any term or provision of this Agreement is held to be illegal, invalid, or unenforceable, the legality, validity, and enforceability of the remaining terms and provisions of this Agreement shall not be affected thereby, and in lieu of each such illegal, invalid, or unenforceable term or provision, there shall be added automatically to this Agreement a legal, valid, and enforceable term or provision as similar as possible to the term or provision declared illegal, invalid, or unenforceable; (b) Either Sellers or Purchaser shall have the right to waive any requirement contained in this Agreement, which is intended for the waiving Party's benefit, but except as otherwise specifically provided herein, such waiver shall be effective only if in writing and executed by the Party for whose benefit such requirement is intended; provided however, that any such waiver shall not be construed as a waiver of any other benefit accruing to the waiving Party hereunder; (c) The captions used in connection with this Agreement are for convenience only and shall not be deemed to expend or limit the meaning of the language of this Agreement; (d) Words of any gender used in this Agreement shall be held and construed to include any other gender, and words in the singular shall be held to included the plural, unless the context otherwise requires; (e) Sellers agree that, on or before the Closing, it will not carry on any negotiations with any third party, for the sale or transfer of any interest in any of the Property, without the prior written consent of Purchaser. Thereafter, Sellers may negotiate with third parties if this Agreement has been terminated; (f) THIS AGREEMENT AND ALL OF THE TRANSACTIONS CONTEMPLATED HEREIN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS; (g) This Agreement embodies the entire agreement between Sellers and Purchaser with respect to the subject matter hereof and supersedes all prior agreements, whether written or oral; (h) Except as otherwise specifically provided herein, this Agreement may not be amended except by an agreement in writing executed by both Sellers and Purchaser; (i) This Agreement shall be binding upon and inure to the benefit of Sellers and Purchaser and their respective legal representatives, successors, and assigns. It is expressly understood and agreed that Purchaser's rights under this Agreement may not be assigned prior to Closing. Provided however, any interest acquired hereunder shall be freely assignable by Purchaser after Closing; (j) This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, and all of which shall be deemed to be one and the same instrument; PURCHASE AND SALE AGREEMENT - PAGE 21 (k) In addition to the acts and deeds recited herein and contemplated to be performed, both Sellers and Purchaser hereby agree to perform, execute, and/or deliver at and after Closing any and all such further reasonable acts, deeds, and assurances as may be reasonably required to consummate the transactions contemplated by this Agreement; (l) This Agreement supersedes any and all other agreements, either oral or in writing, between the Parties hereto with respect to the subject matter hereof and contains all of the covenants and agreements between the Parties with respect to said matter. Each Party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any Party, or anyone acting on behalf of any Party, which are not embodied herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid or binding; (m) In the event of any dispute occurring under this Agreement, the prevailing Party shall be entitled to be reimbursed by the other Party for its reasonable and necessary attorney's fees; (n) Any failure by either Party to insist, or any election by either Party not to insist, upon strict performance by the other Party of any of the terms, provisions, or conditions of this Agreement shall not be deemed to be a waiver of the same or of any other term, provision, or condition hereof, and either Party may at any time or times thereafter insist upon strict performance by the other Party of any and all of such terms, provisions, and conditions. No waiver by either Party of any right, remedy, power, or privilege hereunder shall be construed as a waiver of, or operate to impair, any subsequent right, remedy, power, or privilege nor shall any single or partial exercise of any such right, remedy, power, or privilege exhaust the same or preclude other or further exercise thereof. EXECUTED as of the day and year shown below. PURCHASER: QUEEN SAND RESOURCES, INC., a Nevada corporation By: /s/ Robert P. Lindsay ------------------------------------- Robert P. Lindsay, Vice President SELLERS: ENEXCO, INC., a Texas corporation By: /s/ C. Noell Rather ------------------------------------- C. Noell Rather, President N & R RESOURCES, INC. By: /s/ C. Noell Rather ------------------------------------- C. Noell Rather, President /s/ C. Noell Rather ------------------------------------- C. Noell Rather PURCHASE AND SALE AGREEMENT - PAGE 22 /s/ Ralph E. Rather ------------------------------------- Ralph E. Rather /s/ Michael Rather ------------------------------------- Michael Rather /s/ Jane E. Rather ------------------------------------- Jane E. Rather /s/ C. David Rather ------------------------------------- C. David Rather ACKNOWLEDGMENTS STATE OF TEXAS COUNTY OF DALLAS The foregoing instrument was acknowledged before me this 6th day of November, 1996, by Robert P. Lindsay, Vice President of QUEEN SAND RESOURCES, INC., a Nevada corporation, for said corporation. [NOTARY SEAL] PAMELA J. BUNCH Notary Public /s/ Pamela J. Bunch STATE OF TEXAS ------------------------------------- Commission Expires 11/10/98 Notary Public STATE OF TEXAS COUNTY OF DALLAS The foregoing instrument was acknowledged before me this 6th day of November, 1996, by C. Noell Rather, President of ENEXCO, INC., a Texas corporation, for said corporation. [NOTARY SEAL] PAMELA J. BUNCH Notary Public /s/ Pamela J. Bunch STATE OF TEXAS ------------------------------------- Commission Expires 11/10/98 Notary Public STATE OF TEXAS COUNTY OF DALLAS The foregoing instrument was acknowledged before me this 6th day of November, 1996, by C. Noell Rather, President of N & R RESOURCES, INC., a Texas corporation, for said corporation. [NOTARY SEAL] PAMELA J. BUNCH Notary Public /s/ Pamela J. Bunch STATE OF TEXAS ------------------------------------- Commission Expires 11/10/98 Notary Public PURCHASE AND SALE AGREEMENT - PAGE 23 STATE OF TEXAS COUNTY OF DALLAS The foregoing instrument was acknowledged before me this 6th day of November, 1996, by C. Noell Rather. [NOTARY SEAL] PAMELA J. BUNCH Notary Public /s/ Pamela J. Bunch STATE OF TEXAS ------------------------------------- Commission Expires 11/10/98 Notary Public STATE OF TEXAS COUNTY OF DALLAS The foregoing instrument was acknowledged before me this 6th day of November, 1996, by Ralph E. Rather. [NOTARY SEAL] PAMELA J. BUNCH Notary Public /s/ Pamela J. Bunch STATE OF TEXAS ------------------------------------- Commission Expires 11/10/98 Notary Public STATE OF TEXAS COUNTY OF DALLAS The foregoing instrument was acknowledged before me this 6th day of November, 1996, by Michael Rather. [NOTARY SEAL] PAMELA J. BUNCH Notary Public /s/ Pamela J. Bunch STATE OF TEXAS ------------------------------------- Commission Expires 11/10/98 Notary Public STATE OF TEXAS COUNTY OF DALLAS The foregoing instrument was acknowledged before me this 6th day of November, 1996, by Jane E. Rather. [NOTARY SEAL] PAMELA J. BUNCH Notary Public /s/ Pamela J. Bunch STATE OF TEXAS ------------------------------------- Commission Expires 11/10/98 Notary Public STATE OF TEXAS COUNTY OF DALLAS The foregoing instrument was acknowledged before me this 6th day of November, 1996, by C. David Rather. [NOTARY SEAL] PAMELA J. BUNCH Notary Public /s/ Pamela J. Bunch STATE OF TEXAS ------------------------------------- Commission Expires 11/10/98 Notary Public PURCHASE AND SALE AGREEMENT - PAGE 24 SCHEDULE OF EXHIBITS Exhibit A-1 Enexco, Inc. - Frymire Unit Exhibit A-2 Krueger Well Exhibit A-3 Jenkins #2 Well Exhibit A-4 Blocker Field Prospect Exhibit A-5 Meeks No. 1 Well Exhibit A-6 Juboncillo Prospect Exhibit A-7 E. M. Goff Prospect Exhibit B-1 Paragraph 2 Paragraph Working Interest and Net Revenue Interest in each property being acquired by Queen Sand Exhibit B-2 Paragraph 3 Allocation of Purchase Price to the various properties Exhibit C-1 Paragraph 3 Form of Promissory Note Exhibit C-2 Paragraph 3 Form of Promissory Note Exhibit C-3 Paragraph 3 Form of Promissory Note Exhibit D-1 Paragraph 4 Form of Assignment and Bill of Sale Exhibit D-2 Paragraph 4 Form of Assignment and Bill of Sale Exhibit D-3 Paragraph 4 Form of Assignment and Bill of Sale Exhibit D-4 Paragraph 4 Form of Assignment and Bill of Sale Exhibit E Paragraph 7(h) Schedule of preferential rights, rights of first refusal, options, or claims of a similar nature Exhibit F Paragraph 7(m) Schedule of material obligations covering any of the properties Exhibit G Paragraph 7(o) Schedule of gas purchase and sales contracts Exhibit H Paragraph 7(r) Schedule of operating agreements Exhibit I Paragraph 7(cc) Schedule of non-producing wells

Basic Info X:

Name: PURCHASE AND SALE AGREEMENT
Type: Purchase and Sale Agreement
Date: Jan. 23, 1997
Company: DEVX ENERGY INC
State: Delaware

Other info:

Date:

  • August 12 , 1996
  • December 1 , 1996
  • October 20 , 1996
  • July 25 , 1995
  • May 20 , 1996
  • August 24 , 1991
  • November 5 , 1996
  • October 1 , 1996
  • August 13 , 1996
  • October 4 , 1996
  • January 27 , 1994
  • July 28 , 1994
  • thirty 30
  • December 1 , 1995
  • 6th day of November , 1996

Organization:

  • Two Hundred Twenty-Seven Thousand Five Hundred Dollars
  • Two Hundred Fifty Thousand Dollars
  • United States Securities and Exchange Commission
  • Janex Oil Co.
  • Central Standard Time
  • Bill of Sale
  • Notice of Defect
  • b N & R Resources
  • iii N & R Resources
  • Comprehensive Environmental Response
  • PAGE > 14 Inc.
  • Oak Lawn Investments , Inc.
  • Obligations of Purchaser
  • g Title Records
  • Closing for Purchaser
  • Sellers and Purchaser
  • Continental Stock Transfer & Trust Co.
  • Texas Central Bank
  • N & R Resources , Inc.
  • Queen Sand Resources , Inc. C. Noell Rather
  • Final Settlement Statement
  • PerformTermination of Agreement
  • National Association of Securities Dealers , Inc.
  • Texas Railroad Commission Form
  • Event of Default
  • C. Noell Rather , President of N & R RESOURCES
  • C. David Rather
  • NOTARY SEAL ] PAMELA J
  • Notary Public s Pamela J
  • Enexco , Inc.
  • Frymire Unit Exhibit A-2 Krueger Well Exhibit A-3 Jenkins # 2 Well Exhibit A-4 Blocker Field Prospect Exhibit A-5 Meeks No
  • Paragraph Working Interest
  • Net Revenue Interest
  • Queen Sand Exhibit B-2 Paragraph 3 Allocation of Purchase Price

Location:

  • Wells
  • Enexco
  • U.S.
  • Delaware
  • Comerica Bank
  • Nevada
  • DALLAS
  • TEXAS

Money:

  • $ 500,000
  • $ 100,000
  • $ 227,500
  • $ 250,000
  • $ 125,000.00
  • $ 157,785.00
  • $ 130,000.00
  • $ 50,000.00
  • $ 1 million
  • $ 200,000.00
  • $ 300,000.00
  • $ 158,019.30

Person:

  • Jenkins
  • Kurt M. Daniel
  • Kruger Well
  • Avenue C. David Rather
  • Edward Munden
  • Krueger
  • C. Noell
  • Ralph E. Rather s Michael Rather
  • Michael Rather s Jane E. Rather
  • Jane E. Rather s C. David Rather
  • Robert P. Lindsay
  • E. M. Goff

Time:

  • 7:00 a.m.

Percent:

  • nine percent
  • 9 %
  • ten percent
  • 10 %
  • 100 %
  • seventy-five percent
  • 75 %
  • twenty-five percent
  • 25 %
  • fifty percent
  • 50 %