PURCHASE AND SALE AGREEMENT

                           PURCHASE AND SALE AGREEMENT

      This Purchase and Sale Agreement (this "Agreement") dated as of the 3rd
day of March, 2006, is between SOURCE ROCK RESOURCES, INC. a Delaware
corporation with an address at 1301 McKinney, Suite 3175, Houston, Texas 77010
("Seller") and NEW ALBANY-INDIANA, LLC, a Delaware limited liability company
with an address at 1965 Waddle Road, State College, Pennsylvania 16803
("Buyer"). Seller and Buyer are also referred to herein individually as a
"Party" and collectively as the "Parties."

      In consideration of the mutual promises contained herein, the benefits to
be derived by each Party hereunder and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Buyer and Seller
agree as follows:

                                    ARTICLE 1
                                PURCHASE AND SALE

      1.1 Purchase and Sale. Subject to the terms and conditions of this
Agreement, Seller agrees to sell and convey and Buyer agrees to purchase and pay
for all of Seller's right, title and interest in and to the Interests (as
hereinafter defined).

      1.2 Interests. For purposes of this Agreement, the term "Interests" shall
be defined as an undivided 45.00% working interest (37.125% net revenue
interest) in and to all of the following interests (of whatever kind or
character, whether legal or equitable and whether vested or unvested or
contingent), less and except for the Reserved Interests (as hereinafter
defined):

             (a) All of Seller's right, title and interest in and to the oil, gas
and mineral leases located in Sullivan and Knox Counties, Indiana, as more
particularly described on Exhibit "A" attached hereto (collectively, the
"Leases");

            (b) Originals or copies of all computer tapes and discs, files,
records, information, instruments, documents, agreements or data relating to the
Interests in the possession of Seller, including, without limitation, title
records (including abstracts of title, title opinions, certificate of title and
title curative documents), accounting records and files, contracts,
correspondence, regulatory reports, seismic and geophysical data, tapes and
records, and all related materials, INSOFAR AND ONLY INSOFAR as the foregoing
items constitute materials that may be lawfully conveyed to Buyer (i.e., the
materials are not subject to an agreement precluding their transfer to Buyer),
and, to the extent transferable, all other contract rights, intangible rights,
inchoate rights, choses in action, rights under warranties made by prior owners,
manufacturers, vendors or other third parties, and rights accruing under
applicable statutes of limitation or prescription, attributable to the
Interests.

      1.3 Reserved Interests. Notwithstanding any provision of this Agreement to
the contrary, Seller shall retain following the Closing, a five percent (5.0%)
overriding royalty interest attributable to, or associated with, the Leases (the
"Reserved Interests"), thus delivering an 82.5% to the 8/8ths revenue interest
to Buyer in and to the Leases, proportionately reduced. The Reserved Interests

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shall bear its pro-rata share of the actual costs and expenses of all
transportation fees, Carbon Dioxide, Hydrogen Sulfide, Nitrogen and any other
contaminate removal treatments required for the marketability of production, and
production taxes. Buyer hereby acknowledges and agrees that the Reserved
Interests shall be retained by Seller following the Closing and shall not be
included in the Interests.

                                    ARTICLE 2
                                 PURCHASE PRICE

      2.1 Purchase Price. In consideration for the purchase of the Interests and
in payment of bonuses and leasing fees as of the date hereof, Buyer shall pay to
Seller at Closing, to an account designated by Seller, in cash or immediately
available funds, the sum of Seven Hundred Thirty Six Thousand Four Hundred
Seventy Six Dollars ("$736,476.00") (the "Purchase Price"), calculated in the
manner set forth and in the amounts shown on the attached Schedule 2.1.

                                    ARTICLE 3
                         REPRESENTATIONS AND WARRANTIES

      3.1 Representations and Warranties of Seller. Seller represents and
warrants to Buyer the following:

            (a) Seller is a corporation duly organized, validly existing and in
good standing under the laws of the State of Delaware. Seller is duly qualified
to carry on its business and is in good standing in the State of Indiana and in
each other state where the Interests are located.

            (b) Seller has all requisite power and authority to carry on its
business as presently conducted, to enter into this Agreement, and to perform
its obligations hereunder. The execution and delivery of this Agreement by
Seller does not, and the consummation of the transactions contemplated by this
Agreement shall not: (i) violate, conflict with, or require the consent of any
person or entity under any provision of Seller's Articles or Certificate of
Incorporation, as the case may be, or Bylaws or other governing documents, (ii)
conflict with, result in a breach of, constitute a default (or an event that
with the lapse of time or notice or both would constitute a default) or require
any consent, authorization or approval under any agreement or instrument to
which Seller is a party, (iii) violate any provision of or require any consent,
authorization, or approval under any judgment, decree, judicial or
administrative order, award, writ, injunction, statute, rule, or regulation
applicable to Seller, or (iv) result in the creation of any lien, charge, or
encumbrances on any of the Interests.

            (c) The execution and delivery of this Agreement has been, and the
performance of this Agreement and the transactions contemplated by this
Agreement shall be at the time required to be performed, duly and validly
authorized by all requisite corporate action on the part of Seller. The
transactions contemplated by this Agreement do not constitute the sale of all or
substantially all of the assets of Seller.

            (d) This Agreement has been duly executed and delivered on behalf of
Seller and constitutes the legal and binding obligation of Seller enforceable in
accordance with its terms, except as enforceability may be limited by applicable


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<PAGE>

bankruptcy, reorganization, or moratorium statutes, equitable principles, or
other similar laws affecting the rights of creditors generally ("Equitable
Limitations"). At Closing, all documents and instruments required to be executed
and delivered by Seller shall be duly executed and delivered and shall
constitute legal, valid, enforceable, and binding obligations of Seller, except
as enforceability may be limited by Equitable Limitations.

            (e) Seller has incurred no liability, contingent or otherwise, for
broker's or finder's fees or commissions relating to the transactions
contemplated by this Agreement for which Buyer shall have any responsibility
whatsoever.

            (f) During the period of Seller's ownership of the Interests, Seller
has properly paid all ad valorem, property, production, severance, excise and
similar taxes and assessments based on or measured by the ownership of property
on the Interests that have become due and payable before the Closing Date.

            (g) No suit, action or other proceeding is pending or, to the best
of Seller's Knowledge, threatened before any court, arbitration panel or
governmental agency which relates to the Interests and which might result in a
material loss of Seller's title to any portion of the Interests, or a material
diminution of the value of any of the Interests, or that might materially hinder
or impede the operation of the Interests. No written or oral notice from any
governmental agency or any other person has been received by Seller: (i)
claiming any violation or repudiation of all or any part of the Interests or any
violation of any law or any environmental, conservation or other ordinance,
code, rule or regulation or (ii) requiring or calling attention to the need for
any work, repairs, construction, alterations, or installations on or in
connection with the Interests, with which Seller has not complied.

            (h) There is no investigation, proceeding, action, suit or other
legal proceeding pending, or to the Knowledge of Buyer, threatened to which
Seller or any affiliate of Seller is a party which seeks to prevent the
consummation by Seller of the transactions contemplated by this Agreement, or
which, individually or in the aggregate with other such actions, is reasonably
likely to materially impair Seller's ability to perform its obligations under
this Agreement.

            (i) Seller has not provided any information to Buyer with respect to
the Interests that Seller knows to be false or inaccurate. To the best of
Seller's Knowledge, all information furnished to Buyer by Seller with respect to
the Interests has been and will be true and accurate in all material respects.

            (j) The Interests are not subject to any agreement or arrangement
regarding the sale of the production of hydrocarbons from the Interests.

            (k) To the Knowledge of Seller, the Interests are not subject to (i)
any preferential right to purchase, (ii) any requirement that consent to
assignment be obtained, or (iii) any farm-out agreement.


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<PAGE>

            (l) To the Knowledge of Seller, all royalties, overriding royalties
and other leasehold burdens, if any, have been paid by Seller or other parties
and will have been paid by Seller or other parties up to the Closing Date and
Seller has no Knowledge of any claims, demands or causes of action asserted by
any owners of royalty, overriding royalty or other leasehold burdens affecting
the Interests.

            (m) There are no bankruptcy, reorganization or receivership
proceedings pending against, contemplated by, or, to the Knowledge of Seller,
threatened against Seller or any affiliate of Seller. Seller is not now
insolvent and will not be rendered insolvent by any of the transactions
contemplated by this Agreement. The term "insolvent" shall mean that the sum of
the debts and other probable liabilities of Seller exceeds the present saleable
value of the Seller's assets.

            (n) No representation or warranty by Seller in this Agreement or any
agreement or document delivered by Seller pursuant to this Agreement contains an
untrue statement of a material fact or omits to state a material fact necessary
to make the statements contained in any representation or warranty, in light of
the circumstances under which it was made, not misleading.

            (o) Seller has engaged the services of PLS, Inc. (the "Broker") as
its broker in the contemplated transaction. Seller acknowledges and agrees that
any commissions or compensations of any kind due to the broker, if any, shall be
the sole expense and obligation of Seller.

      3.2 Representations and Warranties of Buyer. Buyer represents and warrants
to Seller the following:

            (a) Buyer is a limited liability company, duly organized, validly
existing and in good standing under the laws of the State of Delaware. Buyer is
duly qualified to carry on its business and in good standing in the State of
Indiana.

            (b) Buyer has all requisite power and authority to carry on its
business as presently conducted and has all requisite power and authority to
enter into this Agreement, and to purchase the Interests on the terms described
in this Agreement and perform its other obligations under this Agreement. Except
as provided in Schedule 3.2, the execution and delivery of this Agreement by
Buyer does not, and the consummation of the transactions contemplated by this
Agreement will not: (i) violate, conflict with, or require the consent of any
person or entity under any provision of Buyer's Certificate of Formation,
limited liability company agreement or other governing documents, (ii) conflict
with, result in a breach of, constitute a default (or an event that with the
lapse of time or notice or both would constitute a default) or require any
consent, authorization or approval under any agreement or instrument to which
Buyer is a party or (iii) violate any provision of or require any consent,
authorization or approval under any agreement, judgment, judicial or
administrative order, award, writ, injunction, statute, rule or regulation
applicable to Buyer.

            (c) The execution and delivery of this Agreement has been, and the
performance of this Agreement and the transactions contemplated by this
Agreement shall be at the time required to be performed, duly and validly
authorized by all requisite company action on the part of Buyer.


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<PAGE>

            (d) This Agreement has been duly executed and delivered on behalf of
Buyer and constitutes the legal and binding obligation of Buyer enforceable in
accordance with its terms, except as enforceability may be limited by Equitable
Limitations. At Closing, all documents and instruments required to be executed
and delivered by Buyer shall be duly executed and delivered and shall constitute
legal, valid, enforceable, and binding obligations of Buyer, except as
enforceability may be limited by Equitable Limitations.

            (e) Buyer has incurred no liability, contingent or otherwise, for
broker's or finder's fees or commissions relating to the transactions
contemplated by this Agreement for which Seller shall have any responsibility
whatsoever.

            (f) Buyer has sufficient funds, available lines of credit or other
sources of immediately available funds sufficient to enable the payment to
Seller, by wire transfer, of the Purchase Price at Closing and to otherwise
perform Buyer's obligations under this Agreement, the Exploration Agreement and
the Joint Operating Agreement executed contemporaneously herewith.

            (g) There are no bankruptcy, reorganization or receivership
proceedings pending against, contemplated by, or, to the Knowledge of Buyer,
threatened against Buyer or any affiliate of Buyer.

            (h) There is no investigation, proceeding, action, suit or other
legal proceeding pending, or to the Knowledge of Buyer, threatened to which
Buyer or any affiliate of Buyer is a party which seeks to prevent the
consummation by Buyer of the transactions contemplated by this Agreement, or
which, individually or in the aggregate with other such actions, is reasonably
likely to materially impair Buyer's ability to perform its obligations under
this Agreement.

            (i) No representation or warranty by Buyer in this Agreement or any
agreement or document delivered by Buyer pursuant to this Agreement contains an
untrue statement of a material fact or omits to state a material fact necessary
to make the statements contained in any representation or warranty, in light of
the circumstances under which it was made, not misleading.

                                    ARTICLE 4
                                     CLOSING

      4.1 Date of Closing. The purchase and sale of the Interests pursuant to
this Agreement (the "Closing") shall occur on the date of the due execution of
this Agreement by all Parties hereto (the "Closing Date").

      4.2 Closing Obligations. At the Closing, the following documents shall be
delivered and the following events shall occur, each being deemed to have
occurred simultaneously with the others:

            (a) Seller shall execute and deliver: (1) an Assignment and Bill of
Sale conveying the Interests to Buyer with covenants of special warranty of
title, and free and clear of all liens, security interests and other
encumbrances, other than the Permitted Encumbrances, in form and substance
reasonably satisfactory to Seller and Buyer (the "Assignment"), a copy of which
is attached hereto as Schedule 4.2(a); (2) such other instruments as may be
required to fully convey the Interests to Buyer and otherwise effectuate the


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<PAGE>

transactions contemplated by this Agreement, in form and substance reasonably
satisfactory to Seller and Buyer, (3) a certified copy of resolutions of the
Board of Directors of Seller authorizing the execution and delivery of this
Agreement and the delivery of all instruments or documents contemplated herein,
(4) certified copies of good standing certificates of the Seller, issued not
earlier than ten (10) days prior to the Closing Date, by the Secretary of State
of Delaware and the Secretary of State of Indiana, (5) an incumbency and
specimen signature certificate with respect to the officers of Seller executing
this Agreement and any instruments or documents contemplated hereby and (6) a
closing certificate duly executed by an authorized officer of Seller pursuant to
which Seller represents and warrants to Buyer that Seller's representations and
warranties to Buyer are true and correct in all material respects as of the
Closing Date as if then originally made, that all covenants required by the
terms of this Agreement to be performed by Seller on or before the Closing Date,
to the extent not waived by Buyer in writing, have been so performed, and that
all documents to be executed and delivered by Seller at Closing have been
executed by duly authorized officers of Seller.

            (b) Buyer shall execute and deliver: (1) a certified copy of
resolutions of the Manager of Buyer authorizing the execution and delivery of
this Agreement and the delivery of all instruments or documents contemplated
herein, (2) certified copies of good standing certificates of the Buyer, issued
not earlier than ten (10) days prior to the Closing Date, by the Secretary of
State of Delaware and by the Secretary of State of Indiana, (3) an incumbency
and specimen signature certificate with respect to the officers of Buyer
executing this Agreement and any instruments or documents contemplated hereby
and (4) a closing certificate duly executed by an authorized officer of Buyer
pursuant to which Buyer represents and warrants to Seller that Buyer's
representations and warranties to Seller are true and correct in all material
respects as of the Closing Date as if then originally made, that all covenants
required by the terms of this Agreement to be performed by Buyer on or before
the Closing Date, to the extent not waived by Seller in writing, have been so
performed, and that all documents to be executed and delivered by Buyer at
Closing have been executed by duly authorized officers of Buyer.

            (c) Buyer shall deliver to Seller or to Seller's account by wire
transfer the Purchase Price.

            (d) Buyer and Seller shall execute and deliver the Exploration
Agreement, a copy of which is attached hereto as Exhibit B, and the Joint
Operating Agreement, a copy of which is attached hereto as Exhibit C.

      4.3 Records. In addition to the obligations set forth under Section 4.2
above, Seller shall deliver within 10 business days of Closing to Buyer
originals of land files in its possession or to which it has access with respect
to the Interests. Seller shall be entitled to retain copies of all original
records affecting the Interests assigned to Buyer pursuant to the terms of this
Agreement.

                                    ARTICLE 5
                              POST-CLOSING MATTERS

      5.1 Further Assurances. After Closing, Seller and Buyer shall execute,
acknowledge and deliver or cause to be executed, acknowledged and delive