Exhibit 10.1
                              
              Participation Agreement-WCEP, LP.DOC
                     PARTICIPATION AGREEMENT
                               
                           RELATING TO
                               
               WEST COAST ENERGY PROPERTIES, L.P.
                               
     This PARTICIPATION AGREEMENT (this "Agreement") is made   and
entered into as of October 1, 2006 (the "Effective Date"), by and
among the Parties (as defined below).

     FOR   AND   IN CONSIDERATION OF the mutual covenants,   rights,
and   obligations set forth in this Agreement, the benefits to   be
derived from them, and other good and valuable consideration, the
receipt and the sufficiency of which are hereby acknowledged, the
Parties agree as follows:

                            ARTICLE I
                           DEFINITIONS
                               
     1.01   Certain   Definitions.   As used in this Agreement,   the
following terms have the following meanings:

          "Affiliate"   means,   when   used   with   reference   to   a
     specified   Person,   (a)   any Person directly   or   indirectly
     owning, controlling or holding power to vote 50% or more   of
     the   outstanding voting securities of the specified   Person,
     (b)   any   Person   50%   or more of whose   outstanding   voting
     securities   are directly or indirectly owned, controlled   or
     held   with   power to vote by the specified Person,   (c)   any
     Person directly or indirectly controlling, controlled by   or
     under   common control with the specified Person, (d) if   the
     specified   Person is a corporation, any officer or   director
     of   the   specified Person or of any corporation directly   or
     indirectly   controlling that specified Person,   (e)   if   the
     specified Person is a partnership, any general partner or if
     the   general partner is a partnership, the general   partners
     of   that partnership, and (f) if the specified Person is   an
     individual,    such   individual's   spouse   and   natural    and
     adoptive   lineal descendants and trusts for the   benefit   of
     any   such   Persons.    For purposes of this   definition,   the
     ability   through share ownership or contractual   arrangement
     to elect or cause the election of a majority of the board of
     directors of a corporation shall constitute "control."
    
          "Agreed Rate" means 4.62% per annum.
    
          "Agreement"   means   this   Participation   Agreement,   as
     amended or restated from time to time.
    
          "Capital Account" has the meaning set forth in   Section
     5.03.
    
          "Code"   means   the Internal Revenue Code   of   1986,   as
     amended.
    
          "Company" means West Coast Energy Properties GP, LLC, a
     Texas limited liability company.
    
          "Company Counsel" has the meaning set forth in   Section
     8.12.
    
          "Designated Property" means the economic right to   100%
     of   the   proceeds   derived by the Company from   the   general
     partner   interests in West Coast Partnership   owned   by   the
     Company,   including   any distributions   to   the   Company   in
     respect   of such general partner interests and any   proceeds
     of   any   disposition by the Company of such general   partner
     interests.    The Designated Property shall not   include   any
     voting,   management, control or other rights other than   the
     rights to proceeds described above.
    
          "Indemnified   Person"   has the   meaning   set   forth   in
     Section 8.11.
    
          "Interest"   means   an   interest in Designated   Property
     under this Agreement.   The number of Interests owned by each
     Participant   and   the   total number   of   Interests   in   this
     Agreement   are set forth on Exhibit A, as amended from   time
     to time.
    
          "Majority   in   Interest"   means   a   majority    of    the
     Interests held by all Participants.
    
          "Monthly   Net   Investment" means, as   to   any   calendar
     month,   the sum of all Partnership Contributions made during
     such   month, minus the sum of all proceeds received   by   the
     Company with respect to the Designated Property during   such
     month, but in no event below zero.

           "Monthly Net Proceeds" means, as to any calendar month,
     the sum of all proceeds received by the Company with respect
     to   the Designated Property during such month, minus the sum
     of all Partnership Contributions made during such month, but
     in no event below zero.
         
          "Party" means the Company or any Participant.
    
          "Participant"   means   each Person   listed   as   such   on
     Exhibit A.
    
          "Partnership Contributions" means the sum   of   (i)   the
     fair   market value of the Designated Property as of the date
     hereof as agreed to by the Partners and set forth on Exhibit
     C   and (ii) the aggregate amounts contributed after the date
     hereof   by the Company to West Coast Partnership in   respect
     of   the general partner interest therein in accordance   with
     the    Agreement   of   Limited   Partnership   of    West    Coast
     Partnership.
    
          "Person" means an individual, corporation, partnership,
     limited   partnership,   limited liability   company,   business
     trust or other legal entity.
    
          "Regulations" mean the regulations promulgated   by   the
     United   States Department of Treasury pursuant to the   Code.
     All    references    herein   to   sections   of    the    Treasury
     Regulations    shall   include   corresponding    provision    or
     provisions of succeeding, similar, substitute, temporary   or
     final Treasury Regulations.
    
          "Tax   Partnership" means the relationship (constituting
     a   tax partnership for federal and applicable state law   tax
     purposes)   between   the Parties existing   pursuant   to   this
     Agreement.
    
          "Transfer"    means   any   sale,   transfer,    assignment,
     pledge,   encumbrance, hypothecation, gift or disposition   of
     an   Interest in whole or in part, or any rights or   benefits
     to which a holder of an Interest may be entitled as provided
     in   this Agreement, including, without limitation, the right
     to receive distributions in cash or in kind.
    
          "Unreturned    Investment"   means   the    Company's    net
     unreturned investment in the Designated Property computed as
     the   present   value   of   cumulative Monthly   Net   Investment
     allocated to the Company pursuant to Section 5.01, minus the
     present   value of cumulative Monthly Net Proceeds   allocated
     to   the   Company   pursuant   to Section   5.02(a).    For   this
     purpose,   the   present value of each Monthly Net   Investment
     and   Monthly Net Proceeds shall be computed using the Agreed
     Rate as the discount rate.

          "West   Coast Partnership" shall mean West Coast   Energy
     Properties, L.P., a Texas limited partnership.
    
     1.02 Construction.   Whenever the context requires, the gender of
all words used in this Agreement includes the masculine, feminine
and   neuter.    All references to Articles and Sections   refer   to
articles   and   sections of this Agreement, and all references   to
exhibits   are   to   Exhibits attached to this Agreement,   each   of
which is made a part of this Agreement for all purposes.

                           ARTICLE II
                   RELATIONSHIP OF THE PARTIES
                               
     2.01 Formation of Tax Partnership; No Partnership for any Other
Purpose.   This Agreement and its attachments are not intended and
shall   not   be   construed   to create a   joint   venture   or   other
partnership (general, limited, or otherwise) or association or to
render   the   Parties   hereto liable as   partners.    Each   of   the
Parties   hereto   hereby   agrees that   this   Agreement   creates   a
partnership   for   United   States federal   and   state   income   tax
purposes only, which Tax Partnership shall be deemed to   own   the
Designated Property and shall function and exist as set forth   in
Exhibit   B   attached   hereto, which   is   hereby   incorporated   by
reference for all purposes of this Agreement.   Furthermore,   each
of   the Parties agrees that it shall not make an election for the
Tax   Partnership   to   be   excluded from the   application   of   the
provisions of Subchapter K of Chapter 1 of Subtitle A of the Code
("Subchapter   K")   or any similar provisions of applicable   state
law.

     2.02 Purpose.   The purpose for which this Agreement is being
entered is to further align the interests of the Participants
with those of the Company by permitting the Participants to
participate with the Company in the Company's share, through its
general partner interest in West Coast Partnership, in the
proceeds of oil and gas production (if any) developed, directly
or indirectly, by West Coast Partnership.

     2.03 Term.   This Agreement shall commence on the Effective Date
and continue in effect until terminated in accordance with
Section 7.01.
                              ARTICLE III
                           MANAGEMENT
                               
     3.01 Authority of the Company.   The Company shall have the full
and   exclusive   power   and authority to do   any   and   all   things
necessary,   incidental, proper, advisable or convenient   for   the
furtherance of the business of the Company on behalf of   the   Tax
Partnership, including without limitation:

          (a)   to form and participate in partnerships, joint ventures or
other relationships that it deems desirable;

         (b)   to make any expenditures and incur any obligations it deems
appropriate;

          (c)   to acquire (including, without limitation, to purchase at
premium prices when deemed appropriate by the Company), exchange,
sell, lease, or dispose of any or all property owned by the
Company;

          (d)   to negotiate, execute, deliver and perform any contracts,
conveyances or other instruments which it considers appropriate
for the implementation of its powers under this Agreement;

          (e)   to borrow money, incur indebtedness or make guaranties and
to secure the same by mortgages, deeds of trust, security
interests, pledges or other liens or encumbrances on all or any
part of the property owned by the Company;

          (f)   to acquire and maintain such insurance, if any, for the
benefit of the Parties as it deems appropriate; and

          (g)   to control any matters affecting the Company including the
conduct of litigation and other incurring of legal expenses and
the settlement of claims in litigation; provided, that, the
Company shall not be authorized to settle any claims for which
any Participant has, or may have, any individual liability
without the Participant's prior written consent.

     3.02   Duties and Services of the Company.   The Company shall
devote   such time and effort to its duties as general partner   of
West Coast Partnership as it shall deem appropriate.   The Parties
acknowledge and agree that neither the Company nor any   Affiliate
thereof    nor   any   of   their   respective   officers,    directors,
employees or agents shall be required to devote full time to such
duties   and may from time to time engage in and possess interests
in other business ventures of any and every type and description,
independently   or with others, including without limitation,   the
ownership,   acquisition, exploration, development, operation   and
management   of   oil and gas properties and oil and   gas   drilling
programs,   and   that   no   Participant shall   by   virtue   of   this
Agreement have any right, title, interest or expectancy in or   to
such activities or ventures.

                           ARTICLE IV
          ACCESS TO INFORMATION; TRANSFER RESTRICTIONS
                               
     4.01 Access to Information.   A Participant, on written request to
the   Company   stating the purpose, may examine and copy,   at   any
reasonable   time, for any proper purpose, and at the   expense   of
the   Participant, any information regarding the business   affairs
and   financial condition of West Coast Partnership as is just and
reasonable   for the Participant to examine and copy.   Information
provided   to or obtained by a Participant relating to West   Coast
Partnership   shall   be   used   by   such   Participant    solely    in
furtherance   of his or her interests hereunder and shall   not   be
used   for   any   other purpose.   Participants shall   maintain   the
confidentiality   of all such information and shall   not   disclose
such   information to any other Person.   If a Participant receives
a    request   to   disclose   information   relating   to   West   Coast
Partnership   or   this Agreement under the terms   of   a   subpoena,
investigative   demand or order issued by a court or   governmental
agency, the Participant shall promptly notify the Company of   the
existence,   terms and circumstances surrounding such request,   so
that   the   Company   may seek a protective order   or   confidential
treatment of such information.

     4.02 Transfer Restrictions.   Except as provided in Section 4.03,
no   Participant shall Transfer his or her Interests   without   the
prior written consent of the Company.   Any attempted Transfer   in
violation   of this Section 4.02 shall be null and void,   and   the
Company shall refuse to recognize any such Transfer.

     4.03 Permitted Transfers; Status as Assignee.   A Participant may
Transfer all or any portion of his or her Interests to his or her
spouse, parents or natural or adoptive lineal descendants, or to
one or more trusts or partnerships established exclusively for
the benefit of his or her spouse, parents or natural or adoptive
lineal descendants; provided, that any such permitted assignee
shall receive and hold such rights subject to the provisions of
this Agreement, including, without limitation, the provisions of
this Article IV, and as a condition to such Transfer, shall
execute and deliver a written agreement with the Parties agreeing
to be bound hereby.   A Participant intending to Transfer
Interests pursuant to this Section 4.03 shall provide at least 10
days prior written notice of such proposed transfer to the
Company.

     4.04 Forfeiture of Interests.   A Participant shall forfeit any
and/or all of his or her Interests held by such Participant if
such Participant admits or enters a plea of no contest to or is
convicted of a felony or misdemeanor offense against the Company,
West Coast Partnership or any of their respective Affiliates.
4.05 Specific Performance.   The parties agree that each Party
would be irreparably damaged if any of the provisions of this
Article IV are not performed in accordance with their specific
terms and that monetary damages would not provide an adequate
remedy in such event.   Accordingly, it is agreed that, in
addition to any other remedy to which they may be entitled, at
law or in equity, the Company and any nondefaulting Participant
shall be entitled to injunctive relief to prevent breaches of the
provisions of this Article IV and specifically to enforce the
terms and provisions hereof in any action instituted in any court
of competent jurisdiction.
                             ARTICLE V
             SHARING, ALLOCATIONS AND DISTRIBUTIONS
                               
     5.01   Allocation   of   Monthly Net Investment.    Monthly   Net
Investment for any calendar month and any other costs or expenses
related to the Designated Property shall be allocated 100% to the
Company.

     5.02 Allocation of Monthly Net Proceeds.   Monthly Net Proceeds
for   any   calendar month shall be allocated among the Parties   as
follows:

          (a)   First, 100% of the Monthly Net Proceeds shall be allocated
to   the   Company   in repayment of its Unreturned Investment,   but
only to the extent needed to cause Unreturned Investment to equal
zero; and

          (b)   Second, any remaining Monthly Net Proceeds shall be
allocated according to the Interests set forth on Exhibit A.

     5.03   Allocations for Capital Account and Tax Purposes.    An
individual   capital   account   (a   "Capital   Account")   shall    be
established and maintained for each Party as provided in   Exhibit
B.   All items of income, gain, deduction, loss, credit and amount
realized shall be allocated to the Parties in accordance with the
provisions of Exhibit B.

     5.04 Payment of Costs and Expenses.   The Company agrees to pay
timely any Monthly Net Investment or any other costs and expenses
allocated and charged to it pursuant to Section 5.01.

     5.05 Distributions of Revenues.   As soon as practicable after the
end of each calendar month, the Company shall compute Monthly Net
Investment and Monthly Net Proceeds for such calendar month.   Any
Monthly Net Proceeds allocable to Participants in accordance with
Section   5.02(b)   shall   be paid to the Participants   within   ten
business days from the end of such calendar month.

     5.06 Withholding Taxes.   The Company shall at all times be
entitled (but not obligated) to make payments required to
discharge any obligation of the Company to withhold or make
payments to any governmental authority with respect to any
federal, state or local tax liability of any Participant for such
taxes arising out of such Participant's interest in the
Designated Property.   The amount of each such payment made by the
Company with respect to any Participant shall be deducted from
any distributions otherwise payable to such Participant pursuant
to this Agreement.   Notwithstanding anything contained in this
Agreement to the contrary, in the event the Company fails to
withhold any federal, state or local taxes in respect of any
Participant when required to do so (including as a result of any
change in law or interpretation thereof or otherwise) any
liability incurred by the Company (including any interest and
penalties) as a result of such failure shall be borne by such
Participant (and charged to such Participant's Capital Account),
and such Participant shall indemnify and hold harmless the
Company from and against any and all claims, demands,
liabilities, costs, damages and causes of action of any nature
whatsoever related to such withholding obligation.
                           ARTICLE VI
                         BOOKS AND RECORDS
                               
     6.01 Maintenance of Books and Records.   The books of account for
the   Tax   Partnership shall be maintained on an accrual basis   in
accordance   with   the terms of this Agreement,   except   that   the
Capital Accounts of the Parties shall be maintained in accordance
with Exhibit B.   The accounting year of the Tax Partnership shall
be the calendar year.

                           ARTICLE VII
                           TERMINATION
                                
     7.01 Termination.   This Agreement, and the partnership created by
it   for federal and state income tax purposes, shall terminate as
soon   as practicable following (a) the earliest to occur   of   (i)
the   termination   and   complete liquidation   of   the   assets   and
properties of West Coast Partnership and (ii) the disposition   by
the Company of all of the general partner interests in West Coast
Partnership   and   (b)   the distribution   of   applicable   proceeds
therefrom pursuant to Section 5.05:

                          ARTICLE VIII
                       GENERAL PROVISIONS
                               
     8.01 Offset.   Whenever the Company is to pay any sum to   any
Participant, any amounts that Participant owes the Company or its
Affiliates may be deducted from that sum before payment.

     8.02 Notices.   All notices, requests or consents required or
permitted to be given under this Agreement must be in writing and
shall be considered as properly given if mailed by first class
United States mail, postage paid, and registered or certified
with return receipt requested, or if delivered to the recipient
in person, by courier or by facsimile transmission.   Notices,
requests and consents shall be sent to a Participant at the
address shown on its Signature Page for Participants.   A
Participant may change its address by giving written notice to
the Company.   Any notice, request or consent to the Company shall
be sent to the Company at its principal place of business, to the
attention of the Director or Investor Relations.

     8.03 Entire Agreement.   This Agreement constitutes the entire
agreement of the Parties relating to the Tax Partnership and the
Designated Property, and supersedes all prior contracts or
agreements with respect thereto, whether oral or written.

     8.04 Effect of Waiver or Consent.   A waiver or consent, express
or implied, to or of any breach or default by any Person in the
performance by that Person of its obligations with respect to
this Agreement is not a consent or waiver to or of any other
breach or default in the performance by that Person of the same
or any other obligations of that Person with respect to this
Agreement.   Failure on the part of a Person to complain of any
act of any Person or to declare any Person in default with
respect to this Agreement, irrespective of how long that failure
continues, does not constitute a waiver by that Person of its
rights with respect to that default until the applicable statute
of limitations period has run.

     8.05 Amendment or Modification.
          (a)   Except as otherwise provided in this Section 8.05, any
amendment   to this Agreement must be proposed by the Company   and
approved   in   writing by the Company and at least a   Majority   in
Interest of the Participants within 90 days of its proposal to be
effective.

          (b)   The Company may amend this Agreement without the consent of
any Participant (i) to remove or correct any inconsistency,
ambiguity or error contained herein, provided that such amendment
does not materially and adversely affect the Participants or (ii)
to reflect any Transfer or forfeiture of Interests pursuant to
Sections 4.03 and 4.04.

          (c)   Upon publication of final regulations in the Federal
Register (or other official pronouncement), the Company shall
have the authority, without any requirement for consent by any
Participant, to amend this Agreement to the extent the Company
determines, in its sole discretion, is necessary (a) to provide
for the making and filing of any available election to obtain the
benefits of a safe harbor corresponding to that described under
proposed U.S. Treasury Regulations section 1.83-3(1) (or any
similar provision) under which the fair market value of an
interest that is transferred in connection with the performance
of services is treated as being equal to the liquidation value of
that interest, and (b) to reflect the agreement of, and the
requirement that, the Tax Partnership and all of the Parties
comply with all of the requirements set forth in such regulations
and Notice 2005-43 (and any other guidance to a substantially
similar effect provided by the IRS with respect to such election)
with respect to all interests transferred in connection with the
performance of services while the election remains effective.

     8.06 Binding Effect.   Subject to the restrictions on Transfers
set   forth   in this Agreement, this Agreement is binding   on   and
inures   to   the   benefit   of   the Parties   and   the