FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED ASSET PURCHASE AND SALE AGREEMENT

              FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED ASSET
                           PURCHASE AND SALE AGREEMENT

            THIS FIFTH AMENDMENT TO SECOND AMENDED AND RESTATED ASSET PURCHASE
AND SALE AGREEMENT ("FIFTH Amendment") is executed as of the 31st day of
January, 2007, by VOYAGER PARTNERS, LTD., a Texas limited partnership
("Seller"), and DUNE ENERGY, INC., a Delaware corporation ("Buyer").

                                    RECITALS

            WHEREAS, Seller and Buyer are parties to a Second Amended and
Restated Asset Purchase and Sale Agreement dated as of October 6, 2006, as
amended by First Amendment to Second Amended and Restated Asset Purchase and
Sale Agreement, dated as of December 5, 2006, Second Amendment to Second Amended
and Restated Asset Purchase and Sale Agreement, dated as of December 27, 2006,
Third Amendment to Second Amended and Restated Purchase and Sale Agreement,
dated as of January 12, 2007, and Fourth Amendment to Second Amended and
Restated Purchase and Sale Agreement, dated as of January 19, 2007 (as so
amended, the "Amended Purchase Agreement"), pursuant to which Seller agreed to
sell and convey, and Buyer agreed to purchase and pay for, the "Assets"
described therein (terms defined in the Amended Purchase Agreement shall have
the same meanings when used herein, unless expressly provided otherwise); and

            WHEREAS, Seller and Buyer desire further to amend the Amended
Purchase Agreement in several respects.

            NOW, THEREFORE, for and in consideration of the mutual promises
contained in the Amended Purchase Agreement, the benefits to be derived by each
Party thereunder and hereunder, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, Seller and Buyer agree
as follows:

      1. Amendments. The Amended Purchase Agreement is hereby amended in the
following respects:

            (a) Section 2.2(e) of the Amen