Re: Crude Oil Purchase Agreement Sunoco Partners Reference No. 502606

September 2, 2005

Ladder Energy Company

Attn: Jim McCaghren

309 West Seventh Street, Ste. 1600

Fort Worth, TX 76102

Dear Jim,

Reference is made to the above subject Crude Oil Purchase Agreement whereby Sunoco Partners Marketing & Terminals L. P. will purchase all of the crude oil and condensate, produced from the lease(s) listed on Exhibit “A”.

This confirms our understanding that by mutual consent said agreement shall be amended as follows:

Effective September 1, 2005, the Price shall be amended to read as follows:

Sunoco’s base price for Oklahoma Sweet crude oil (currently Sunoco’s Column 7), no gravity adjustment, available in Sunoco Partners Marketing & Terminals L. P. Crude Oil Price Bulletin Summary as published, modified by the net adjustment.  Buyer and Seller agree that for all leases listed on the attached Exhibit “A” and any additions thereto during the term of this agreement, the net adjustment will be computed as set forth in Exhibit “A”.  The Temporary Marketing Adjustment (T.M.A.) currently equals*****(1) per barrel.

Effective October 1, 2005, the Price shall be amended to read as follows:

Sunoco’s base price for Oklahoma Sweet crude oil (currently Sunoco’s Column 7), no gravity adjustment, available in Sunoco Partners Marketing & Terminals L. P. Crude Oil Price Bulletin Summary as published, modified by the net adjustment.  Buyer and Seller agree that for all leases listed on the attached Exhibit “A” and any additions thereto during the term of this agreement, the net adjustment will be computed as set forth in Exhibit “A”.  The Temporary Marketing Adjustment (T.MA.) currently equals *****(1) per barrel.

For pricing purposes, the oil delivered during any given calendar month hereunder shall be deemed to have been delivered in equal daily quantities during such month.

Effective October 1, 2005, the Term shall be amended to read as follows:

Term .  This agreement shall remain in effect for an extended term of one (1) year commencing on October 1, 2005, and from month to month thereafter, unless and until terminated by either party upon written notice thereof given thirty (30) days in advance of the end of the primary term of this agreement or any extensions thereof.

Except as specifically modified, all terms and conditions of said Crude Oil Purchase Agreement shall remain in full force and effect.

(1) THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “COMMISSION”) PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS.  ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION.  OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”.

Please acknowledge your agreement to this amendment by signing below and mailing or faxing a copy to:

If we do not receive a signed copy by mail or fax within ten (10) business days from the date of receipt of this amendment, we will take that as evidence of your acceptance of this amendment to the above referenced agreement.

Agreed and accepted this 12th day of September, 2005.

2

SUNOCO, INC. (R&M)

COPA GENERAL PROVISIONS

1.              Existing Laws .  This Agreement will be governed by existing laws of the State of Oklahoma.

2.              Force Majeure .  Neither party shall be liable to the other for failure or delay in making or accepting deliveries hereunder to the extent that such failure or delay may be due to compliance with acts, orders, regulations or requests of any federal, state or local civilian or military authority or as a result of insurrections, wars, rebellion, riots, strikes, labor difficulties, action of the elements, disruption or breakdown of production or transportation facilities, or any other cause, whether or not of the same class or kind, reasonably beyond the control of such party.

3.              Quality and Measurement .  Seller warrants that all crude oil purchased hereunder shall be of merchantable quality (that is, unaltered and uncontaminated by any foreign substances or chemicals not normally associated with oil) and suitability shall be determined within the Buyer’s exclusive, good faith opinion. Quantities of oil delivered hereunder shall be determined by a method of measurement generally accepted within the industry including, but not limited to, the use of automatic measuring equipment, lank gauges on 100% tank table basis, and certified truck gauges and meters.  Meters shall be proven in accordance with the latest American Petroleum Institute standards.  Volume shall be measured in barrels of forty-two (42) U.S. Gallons as adjusted for temperature to 60 degrees Fahrenheit, less deductions for basic sediment and water and other impurities determined according to applicable API practices.  Oil containing basic sediment and water in excess of the quantity permitted by the carrier’s tariff shall be treated by Seller to render it merchantable.  Tests for quality shall be made at regular intravels by Buyer or Buyer’s Agent in accordance with recognized procedures.  Each party shall have the right to have a representative present to witness all tests and measurements but in the absence of either party’s representative, the results of the tests and measurements performed by the Buyer shall be deemed to be conclusive.

4.              Waiver .  Failure by either party to object to any failure of performance by the other party of any provision of this Agreement shall not constitute a waiver of, or estoppel against, the right of such party to require such performance by the other.  Nor shall any such failure to object constitute a waiver or estoppel with respect to any succeeding failure of performance.

5.              Assignment .  This Agreement shall not be assignable by either party without the prior written consent of the other. Any attempted assignment without such Consent shall be void.

6.              Compliance with Laws .  Each party agrees that the performance of this contract shall comply with all applicable state, federal and local laws, Each party shall supply evidence of compliance, if required.

7.              Security .  If, in the reasonable opinion of either party, the financial responsibility of the other party is or becomes impaired or unsatisfactory, or if the other party fails to make any payment or delivery when required, the requesting party may require satisfactory security to secure performance or payment or both, whether by way of stand-by or documentary letter of credit, guaranty, advance payment, or otherwise, Failure to provide the required security shall constitute a material breach of the Agreement entitling the requesting party to cancel or suspend its delivery obligation and to offset any payments or deliveries due the other party under this Agreement or other Agreements between the two parties.

8.              Damages .  The parties agree that in the event of a material breach of the Agreement resulting from a repudiation of an obligation or a failure to deliver or receive all or a material portion of the required quantities, the non-breaching party shall be entitled to recover contract damages, administrative costs for any cover or resale and any other costs including but not limited to court costs and reasonable legal fees incurred in recovering such damages.

9.              Default .  If the Seller fails to sell and deliver