PURCHASE AND SALE AGREEMENT

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                                                                     EXHBIT 10.7

                           PURCHASE AND SALE AGREEMENT


      On the 26th day of June, 2008 (the "EFFECTIVE DATE"), this Purchase and
Sale Agreement (the "AGREEMENT") is entered into between:

      SAFELAND STORAGE, L.L.C., a Louisiana limited liability company, having a
      permanent mailing address of 2851 Johnston Street, PMB #550, Lafayette,
      Louisiana, 70503 ("SAFELAND");

      FUTURE ENERGY INVESTMENTS, LLC, a Louisiana limited liability company,
      having a permanent mailing address of 2851 Johnston Street, PMB #550,
      Lafayette, Louisiana, 70503 ("FEI"; FEI and Safeland are collectively
      referred to here in as "SELLER"); and

      BLACKWATER MIDSTREAM CORP., a Nevada corporation, having a permanent
      mailing address of Post Office Box D, Garyville, Louisiana, 70051
      ("BUYER");

who declared the following:

                                    ARTICLE I
                   CONVEYANCE PROVISIONS AND APPROVAL OF TITLE

      1.1 AGREEMENT TO SELL AND BUY. When executed and delivered, this Agreement
will constitute a binding agreement by Seller to sell, and Buyer to buy, in
accordance with the terms and conditions of this Agreement, Seller's right,
title and interest in certain real property located in St. John the Baptist
Parish, Louisiana (the "LAND") described in EXHIBIT A attached hereto and
incorporated herein by this reference, together with all improvements thereon,
if any, and all rights-of-way, easements, servitudes, rights of access and
ingress to and egress from such property appurtenant thereto, (the "PROPERTY").

      The Angelina Tract (defined in Exhibit A) is subject to a Servitude
Agreement (the "SERVITUDE AGREEMENT") between Safeland and Maurepas Diversion,
L.L.C., a copy of which is attached as EXHIBIT B. Neither the Servitude
Agreement or the rights and servitudes granted in the Servitude Agreement will
be part of the Property conveyed to the Buyer under the terms of this Agreement.
Buyer will have no right or interest in or to the Servitude Agreement or any
award, payment or other consideration related to the diversion canal described
within the Servitude Agreement.

      Each party will have the right to disapprove of the legal description set
forth in the Title Report by so notifying the Title Company (defined in Article
1.2) and the other party within ten (10) days following receipt of the Title
Report. This Agreement will also constitute the joint instructions of Seller and
Buyer to the Title Company, which will act as their independent agent to
receive, disburse, file, record and deliver all funds and documents in
connection with the sale and purchase of the Property pursuant to this
Agreement.


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      1.2 PURCHASE PRICE. As consideration for the sale of the Property (defined
herein as the "PURCHASE PRICE"), at the Closing (defined in Article 2.1 below),
Buyer will:

            (a) pay to Seller TWENTY MILLION FIVE HUNDRED THOUSAND AND NO/100
($20,500,000) Dollars, after application of any deposits made pursuant to this
Agreement, plus or minus credits, prorations and adjustments described in this
Agreement (the "CASH PAYMENT");

            (b) issue to Safeland shares of capital stock of Buyer (or similar
equity interest in any permitted assignee or successor of Buyer) representing
ten percent (10%) of Buyer's (or permitted assignee's or successor's)
outstanding capital stock, on an as converted, fully diluted basis, immediately
following the Closing (the "CARRIED INTEREST") (such entity in which the Carried
Interest relates, the "OPERATING ENTITY"); and

            (c) surrender all of its membership interest in Safeland (the
"REDEEMED INTEREST") for redemption for no additional consideration payable to
Purchaser by Safeland, FEI or any of their members or affiliates.

      Notwithstanding Article 1.2(a), on or before the Closing, Buyer will
deposit with Elizabeth Title Agency, L.L.C. (the "TITLE COMPANY"), 909 Poydras
Street, Suite 2300, New Orleans, Louisiana 70112, Attn: Emile A. Wagner III, the
balance of the Cash Payment in immediately available funds and all certificates
evidencing the Redeemed Interests. For the avoidance of doubt, the redemption of
the Redeemed Interest shall occur simultaneously with the Closing and Purchaser
shall have no rights to receive any portion of the Cash Payment or the Carried
Interest.

      It is the intent of the parties that the Carried Interest shall entitle
Safeland to participate in the proceeds of all operations carried out on the
Property, pro rata with all other investors in the Property. The Carried
Interest shall be PARI PASSU with the remaining ninety percent (90%) of the
equity interest of the Operating Entity (the "INVESTOR INTEREST"), and shall be
subject to dilution on the same basis and terms as the Investor Interest.
Safeland shall have the right to participate in all future financings of the
Operating Entity in order to maintain the Carried Interest as ten percent (10%)
of the Operating Entity's outstanding equity interests. In addition, if
Blackwater Midstream Corp. ("BLACKWATER") undertakes any other businesses or
projects on the Property through a business entity other than the Operating
Entity, Blackwater shall offer Safeland the right to participate in all such
businesses and projects up to ten percent (10%), provided that Safeland shall
purchase its interest therein on the same terms and conditions as Blackwater.

      If the Operating Entity is an entity other than Blackwater, Safeland and
Blackwater will enter into an agreement with respect to their respective
ownership interests in the Operating Entity similar to agreements entered into
between majority and minority investors of a closely held company (a
"PARTNERSHIP AGREEMENT"). The Partnership Agreement will contain customary terms
and conditions, including without limitation (i) protective provisions requiring
the vote of Safeland for specified extraordinary transactions, provided that


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Safeland's vote shall not carry any more weight than that required by law or the
Operating Entity's constituting documents, (ii) a prohibition on related party
transactions that are not on arms'-length basis, (iii) drag along and tag along
rights, (iv) right of first refusal with respect to transfers of ownership
interests in the Operating Entity and (v) a put right in favor of Safeland and a
call right in favor of Blackwater, in each case from and after the seventh
anniversary of the Closing (or sooner in the event of a change of control of
Blackwater) and at fair market value determined by a mutually acceptable
appraiser (without application of any discount for the lack of control and lack
of liquidity associated with the Carried Interest).

      Buyer acknowledges and agrees that as a result of the surrender and
redemption of the Redeemed Interest, Buyer shall not have, and will not assert,
any right to any portion of the Purchase Price.

      1.3 DEPOSIT AND INVESTMENT OF DEPOSIT. Concurrently with the execution of
this Agreement, Buyer will deposit the amount of ONE THOUSAND AND NO/100
($1,000) DOLLARS (the "DEPOSIT") with the Title Company in the form of a
cashier's check or wire transfer of funds, to be held in escrow and delivered by
the Title Company in accordance with the provisions of this Agreement. The
Deposit will not be deemed to be Earnest Money. At Closing, the Deposit will be
applied against the Purchase Price at the Closing (hereinafter defined). If the
Seller and/or Buyer fail to close, the Deposit will be refunded to Buyer or paid
to Seller in accordance with the provisions of this Agreement. Upon Buyer's
election (or deemed election) to proceed with the Closing as described in
Article 3.3 of this Agreement, the Deposit will become nonrefundable and, should
the Closing fail to occur for any reason other than Seller's default under this
Agreement or Buyer's exercise of any right to cancel this Agreement described
herein, will be paid to Seller immediately upon termination.

      1.4 TITLE REPORT; TITLE INSURANCE.

            (a) TITLE REPORT. Within thirty (30) business days after the
execution of this Agreement, the Title Company will provide to Buyer and Seller
a current preliminary title report or commitment for title insurance with
respect to the Property (the "TITLE REPORT"), disclosing all matters of record
which relate to the title to the Property and the requirements for issuance of
the Owner's Title Policy described below.

            (b) EXAMINATION AND APPROVAL OF TITLE. Buyer will have ten (10)
business days after its receipt of the Title Report, and copies of all documents
referred to therein to provide to Seller and the Title Company written notice of
Buyer's objections to any matters disclosed by the Title Report. Buyer's failure
to provide timely written notice of its objection to any such matter will be
deemed to constitute Buyer's approval of such matters. Within ten (30) days
after Seller's receipt of written notice of Buyer's objections, Seller will, at
Seller's option: (i) obtain title agent's commitment to delete from the Title
Report matters to which Buyer has reasonably objected or to insure over such
matters by appropriate endorsement, (ii) otherwise agree to satisfy Buyer's
objection in a specified manner reasonably satisfactory to Buyer, or (iii)
decline to take any curative or remedial action with respect to the matter
objected to by Buyer. Seller's failure to elect one of the options described in
(i) or (ii) will constitute Seller's election of the option described in (iii).


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            (c) BUYER'S RIGHTS FOR FAILURE TO CURE TITLE OBJECTIONS. If, within
the thirty (30) day period described in (b) above, Seller does not cure any
matter to which Buyer will have reasonably objected, Buyer may, within five (5)
days after the expiration of such thirty (30) day period, either waive the
uncured matter and buy the Property subject to that matter, or may terminate
this Agreement, in which event the Buyer will be entitled to a return of the
Deposit and any interest earned thereon. Any matters affecting title to the
Property which Buyer has accepted or is deemed to have accepted pursuant to this
Article 1.4, together with: (i) any objected to matters with respect to which
Buyer has waived or is deemed to have waived Seller's failure or declination to
cure as provided in this Article 1.4; and/or (ii) any matter that a survey or
reasonable inspection of the Property or review of the public records would have
disclosed, are collectively referred to herein as "PERMITTED EXCEPTIONS".

            (d) TITLE INSURANCE POLICY. At the Closing, the Title Company will
be unconditionally committed and prepared to issue to Buyer promptly following
the Closing an owner's policy of title insurance (the "OWNER'S TITLE POLICY")
insuring that Buyer owns title to the Property and providing coverage in the
amount of the Purchase Price plus the estimated value of Buyer's planned
improvements. The Owner's Title Policy will insure title subject only to the
usual exclusions, conditions and stipulations contained in the preprinted form
of the policy and the Permitted Exceptions. Nothing in this Agreement will
require the Seller to procure a survey of the Property, as a condition to the
issuance of the Owner's Title Policy or otherwise. The procurement of any survey
required by Buyer will be the sole responsibility and cost of Buyer. The premium
for the Owner's Title Policy, including the cost of any extended coverage and/or
endorsements required by Buyer, will be charged to Buyer.

            (e) SUPPLEMENTS OR AMENDMENTS TO TITLE REPORT. If any supplement or
amendment to the Title Report or update search by the Title Company discloses
any additional requirements to be satisfied by Buyer or matters materially and
adversely affecting title to the Property (except for specifically described
encroachments or other physical items that would have been revealed by an
inspection or survey of the Property), Buyer may: (i) within five (5) business
days after its receipt of copies of any document evidencing such a matter, give
Seller notice of Buyer's objection to any such additional requirements or other
matters; or (ii) refrain from giving such notice, in which case such additional
requirements and matters will become additional obligations of Buyer and
Permitted Exceptions, respectively. If Buyer objects to any such additional
matters or requirements, Seller will have an additional five (5) business days
to obtain the Title Company's commitment to delete such matters from the Title
Report or to insure over such matters by appropriate endorsement or will
otherwise agree to satisfy Buyer's objection in a specified manner reasonably
satisfactory to Buyer. In no event will Seller be considered responsible for
failure of the transaction contemplated by this Agreement to close because of
any error of the Title Company or because of any exception (other than the
Permitted Exceptions) or requirement added to the Title Report because of any
act, event or condition that did not result from an act of Seller.

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                                   ARTICLE II
                                     CLOSING

      2.1 CLOSING. The Closing with respect to the conveyance of the Property
(the "CLOSING") will occur within one hundred twenty (120) days following the
Effective Date, and if the Closing has failed to occur by 5:00 p.m. Central
Standard Time on the date that is one hundred twenty (120) days following the
Effective Date, and such failure is not the result of the default of Seller
hereunder, then this Agreement will automatically terminate without further
notice or demand and all of the Deposit will be paid to Seller. If the date for
the Closing is not a business day for the Title Company or the Clerk of Court of
the Parish in which the Property is located, then the Closing will occur on the
first business day thereafter. The Closing will occur at the office of the Title
Company or at such other location as the parties may agree.

      2.2 ITEMS TO BE DELIVERED BY SELLER AT CLOSING. At or prior to the
Closing, Seller, at its cost and expense, will deliver or cause to be delivered
to the Buyer:

            (a) A Cash Sale in the form attached hereto as EXHIBIT C for the
real property described therein (the "CASH SALE"), executed by each Seller;

            (b) Any affidavit or disclosure statement or certification as may be
required under the laws of the State of Louisiana for the conveyance of the
Property;

            (c) An Assignment and Assumption Agreement in the form attached
hereto as EXHIBIT D (the "ASSIGNMENT") for the permits and other items described
therein, executed by Safeland and FEI; and

            (d) A seller/owner affidavit and indemnity agreement substantially
in the form attached hereto as EXHIBIT E regarding parties in possession,
inchoate liens and gap matters, executed by each Seller;

            (e) The Partnership Agreement, if applicable, in such form as
mutually acceptable to Safeland and Blackwater; and

            (f) Any other documents that are reasonably necessary to close the
transaction contemplated by this Agreement.

      2.3 ITEMS TO BE DELIVERED BY BUYER AT CLOSING. At the Closing, Buyer, at
its sole cost and expense, will deliver, or cause to be delivered, to the
Seller:

            (a) The Cash Payment;

            (b) A certificate representing the Carried Interest;

            (c) A certificate representing the Redeemed Interest, duly executed
for transfer or coupled with a duly executed stock power;

            (d) Any affidavit or disclosure statement or certification as may be
required under the laws of the State of Louisiana for the conveyance of the
Property;

            (e) The Assignment executed by Buyer;

            (f) A Preferred Provider Agreement in the form attached hereto as
EXHIBIT F executed by Buyer, regarding the provision of the services and
equipment specified therein by A3M Vacuum Services, Inc. to Buyer with respect
to the Property;


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            (g) A certificate signed by an executive officer of Buyer certifying
the number and type of shares of capital stock of Buyer (or the number and type
of equity interests of the Operating Entity) outstanding immediately prior to
the Closing, on an as converted, fully diluted basis;

            (h) The Partnership Agreement, if applicable, in such form as
mutually acceptable to Safeland and Blackwater; and

            (i) Any other documents reasonably necessary to close the
transaction contemplated by this Agreement.

      2.4 PRORATIONS.

            (a) All non-delinquent rents, ad valorem real property taxes,
general and special assessments, water use fees, irrigation project assessments,
non-separately billed utilities and other services (if Buyer continues such
services), will be prorated as of the Closing. In making all prorations, Buyer
will be credited or debited with all matters for the day on which the Closing
occurs. Seller will pay to Buyer all unearned advances. All existing improvement
liens or special assessments affecting the Property, the installments under
which are not yet due, will become Buyer's obligation upon the Closing and the
Property may be conveyed subject thereto.

             (b) All items to be prorated between Seller and Buyer, as well as
other charges and credits reflected on the closing statement(s), will be based
upon the best information available to the parties at the time of Closing. If ad
valorem real property taxes have not been assessed for the current year, or the
tax rate has not been established by the relevant taxing authority, then ad
valorem taxes will be prorated based upon the tax rate for the preceding year
applied to the latest assessed valuation. If, following the Closing, any party
discovers that any item prorated, charged or credited pursuant to the provisions
of this subparagraph was erroneous, or was based upon an inaccurate estimate,
then such party will notify the other party of such error and an appropriate
adjustment will be made between the parties so that any item will have been
correctly and accurately prorated, charged or credited between the parties. The
amount of any adjustment will be due and payable by the appropriate party ten
(10) days following demand for payment thereof accompanied by such documents as
may be reasonably required to establish the accuracy of such adjustment. The
provisions of this subparagraph will survive the Closing.

      2.5 ALLOCATION OF OTHER CLOSING COSTS.

             (a) BUYER'S COSTS. In addition to the prorations described in
Article 2.4 above, Buyer will pay (i) its attorneys' fees relating to the
preparation and negotiation of this Agreement and the other closing documents
hereunder, (ii) all escrow fees and related expenses, (iii) the premium for the
Owner's Title Policy (and costs associated with obtaining an ALTA survey to
obtain such policy), if desired, and any endorsements required by Buyer, (iv)
the recording fees for the Cash Sale, and (v) the cost of the title insurance
policy required by Buyer's lender, recording fees with respect to such lender's
security documents, any note servicing fees and all other costs incident to
Buyer's financing of the purchase of the Property.


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            (b) SELLER'S COSTS. In addition to the prorations described in
Article 2.4 above, Seller will pay (i) its attorneys' fees relating to the
preparation and negotiation of this Agreement and the other closing documents
hereunder, and (ii) all recording fees for releases of any existing encumbrances
that do not constitute Permitted Exceptions.

            (c) OTHER CLOSING COSTS. Any closing costs to be paid at Closing
that are not specifically provided for in this Agreement will be paid by Buyer
and Seller in accordance with local custom.

      2.6 DELIVERY OF POSSESSION OF PROPERTY; RISK OF LOSS. Seller will deliver
to Buyer possession of the Property immediately upon the Closing (subject to the
rights of any other parties under the Permitted Exceptions and those matters
which Seller has agreed to cure), whereupon all risk of loss to the Property
from any source and all liability to third persons will also pass to Buyer.
Effective upon the Closing, Buyer will be responsible and liable for all loss or
damage suffered by third parties by reason of the operation of the Property.
Buyer will indemnify, defend, protect and hold Seller harmless for, from and
against any loss or damage for which Buyer is responsible under the terms of the
preceding sentence. Seller will indemnify, defend, protect and hold Buyer
harmless for, form and against any loss or damage to third parties by reasons of
acts or omissions of Seller occurring on or about the Property during Seller's
ownership thereof.

                                   ARTICLE III
                     CONTINGENCIES AND CONDITIONS TO CLOSING

      3.1 SELLER'S CONTINGENCIES. The obligation of Seller to sell the Property
to Buyer is contingent upon, and subject to the satisfaction of, each of the
following conditions as of the Closing:

            (a) BUYER COMPLIANCE WITH AGREEMENT. Buyer will have fully performed
and complied with all covenants, agreements and conditions that this Agreement
requires Buyer to have performed or complied with prior to or as of the Closing.

            (b) BUYER REPRESENTATIONS AND WARRANTIES TRUE. All representations
and warranties of Buyer contained herein will be true and correct in all
material respects as of the date of this Agreement and the Closing.

      If any of the conditions described in this Article 3.1 will not have been
satisfied as of the Closing, Seller, at its option, may consider Buyer to be in
default under this Agreement and pursue any right or remedy available under
Article 5.2 of this Agreement.

      3.2 BUYER'S CONTINGENCIES. The obligation of Buyer to purchase the
Property from Seller is contingent upon, and subject to the satisfaction of,
each of the following conditions as of the Closing:

            (a) SELLER COMPLIANCE WITH AGREEMENT. Seller will have fully
performed and complied with all covenants, agreements and conditions that this
Agreement requires Seller to have performed or complied with prior to or as of
the Closing.


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            (b) SELLER REPRESENTATIONS AND WARRANTIES TRUE. All representations
and warranties of Seller contained herein will be true and correct in all
material respects as of the date of this Agreement and the Closing.

            (c) LITIGATION. There shall not be pending any suit, action,
prosecution, investigation or proceeding against Seller or the Property that
relates to or will have a material adverse effect on Buyer's ability to
construct and operate a tank facility for storage of crude oil, refined
petroleum products and alternative fuels on the Property.

If any of the conditions described in this Article 3.2 will not have been
satisfied as of the Closing, Buyer, at its option, may consider Seller to be in
default under this Agreement and pursue any right or remedy available under
Article 5.1 of this Agreement.

      3.3 REVIEW PERIOD.

            (a) Within five (5) business days after the Effective Date, Seller
will deliver to Buyer or Buyer's counsel, upon Seller's receipt of a release of
claims from Buyer in such form reasonably acceptable to Seller, originals or
copies of (i) all real estate tax statements with respect to the Property since
the date of acquisition of the Property by Seller, (ii) all leases and subleases
in effect, if any, affecting the Property, (iii) all environmental reports, soil
studies and analyses, title insurance policies and/or title commitments,
geological engineering reports and surveys relating to the Property and (iv) any
other agreements, licenses, permits, entitlements or documents that bind the
Property. Provided Seller has timely delivered all such materials, Buyer will
have a NINETY (90) DAY period from the Effective Date (the "REVIEW PERIOD") to
enter upon and inspect the Property. Buyer will have until the end of the Review
Period (the "REVIEW DEADLINE") to investigate any and all other matters
concerning the Property, including zoning, access, servitudes, availability of
water and utilities, availability of financing, the physical and environmental
condition, assessments and improvement liens and any restrictions or other
matters concerning the Property. If Buyer, after conducting such inspections,
investigations and tests, determines that the Property is not suitable for its
purposes, then Buyer will, prior to the end of the Review Period, provide to
Seller the notice described in the first sentence of the following subparagraph
(b).

            (b) Buyer will have the right to terminate this Agreement by written
notice delivered in accordance with Article 6.3 of this Agreement to Seller
prior to the end of the Review Period, in which event the Deposit will be
returned to Buyer and neither party will have any further liability under this
Agreement. The Deposit will become nonrefundable upon the sooner to occur of:

            (i) prior to the Review Deadline, Buyer fails to provide the notice
      described in the foregoing sentence to Seller;

            (ii) Buyer provides Seller written notice that the Property is
      suitable for its intent and purpose and will proceed to the Closing; or

            (iii) Seller agrees to cure and does cure or correct any
      deficiencies or defects noticed by Buyer prior to the Closing.


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            (c) Buyer hereby acknowledges and agrees that Seller will have no
obligation to remediate, cure or correct any environmental condition associated
with the Property.

      3.4 CONDEMNATION OR EMINENT DOMAIN. If, prior to the Closing, (a) any
portion of the Property having a value of greater than twenty percent (20%) of
the Purchase Price, or (b) that portion of the Property that provides deep
water, highway or rail access is taken by condemnation or eminent domain, or if
proceedings are commenced for such a taking or a demand for conveyance or offer
to purchase in lieu of condemnation is made by any governmental authority,
utility or other person authorized by statute to condemn, then Buyer will have
the right either: (i) by written notice to Seller given within five (5) business
days after Buyer receives written notification from Seller of such taking, the
commencement of such proceedings or demand for conveyance or offer to purchase,
to terminate this Agreement, in which event the Deposit (and any interest earned
thereon) will be refunded to Buyer; or (ii) by failure to give such written
notice to Seller within such five (5) business day period, to perform its
obligations under this Agreement (including payment of the full Price) and to
receive from Seller an assignment and delivery of Seller's rights in and to the
award, payment and/or damages for such taking.

                                   ARTICLE IV
                         REPRESENTATIONS AND WARRANTIES

      4.1 BUYER'S ACKNOWLEDGEMENTS.

            (a) As an express condition to this Agreement, Buyer acknowledges
that it will be Buyer's sole responsibility to satisfy itself regarding: (i) the
scope and extent of all operations or activities on the Property, (ii) the
impact of such operations on the suitability of the Property for Buyer's
purposes or any other purpose, (iii) the existence or possible existence of all
conditions of the Property, and (iv) all rights of access to the Property and
open and publicly dedicated rights-of-way. Buyer acknowledges and agrees that:
(i) Buyer is purchasing the Property solely on the basis of its examination,
inspection and investigation described in Article 3.3 above and not on the basis
of any statement, representation, warranty, expressed or implied, written or
oral, made by Seller or its agents or its employees that is not expressly
contained in this Agreement; and (ii) Buyer is purchasing the Property in its
"AS-IS, WHERE-IS" condition, with all faults and with no representation or
warranty of any type or nature being made by Seller or any person on Seller's
behalf, except as expressly otherwise provided in this Agreement.

            (b) Buyer further acknowledges that although Seller may know or have
reason to know of the particular use Buyer intends for the Property, or Buyer's
particular purpose for buying the Property, Buyer is not relying on Seller's
skill or judgment in selecting the Property. Accordingly, Seller makes no
warranty or representation that the Property is fit for Buyer's intended use or
his particular purpose and Buyer waives any such warranty to which it might be
entitled under La. C.C. art. 2524 and Buyer further waives any warranty to which
it might be entitled under said article 2524 that the Property be reasonably fit
for its ordinary use.


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            (c) All other implied warranties with respect to the Property,
including those related to Buyer's peaceable possession of the Property, the
merchantability thereof, hidden defects therein or the fitness thereof for a
particular purpose, zoning, or other regulatory matters, are hereby disclaimed
by Seller and expressly waived by Buyer. Buyer will have no right or cause of
action against Seller to assert in any controversy, claim, demand or litigation
arising from or in connection with the Property. Without limiting the generality
of the foregoing, Seller does not warrant that the Property is free from hidden,
redhibitory or latent defects or vices or that the Property is fit for the use
intended by the Buyer, and Buyer hereby expressly waives all rights in
redhibition pursuant to La. C.C. arts. 2520 et seq., the warranties of ownership
and peaceable possession of the Property, the warranties against hidden or
redhibitory defects in the Property, and the warranty that the Property is fit
for its intended use, each of which would otherwise be imposed upon Seller by
La. C.C. art. 2475.

            (d) Buyer hereby releases Seller from any liability under La. C.C.
arts. 2520 to 2548 for hidden, redhibitory or latent defects or vices that may
be found on the Property.

            (e) Without limiting the generality of the foregoing, Buyer
acknowledges that Seller makes no representation or warranty as to: (i) the
value, physical condition of the Property (including soils, geological
conditions, the presence or absence of radioactive, petroleum-based, Hazardous
Substances (as defined below), and availability or quality of water); (ii) the
sufficiency or suitability of the Property for Buyer's purposes or any purpose;
(iii) the square footage, acreage or configuration of the Property; (iv) the
sufficiency or completeness of any plans for the Property; (v) zoning or land
use controls affecting the Property; (vi) the state of repair or structural
integrity of any improvements on the Property or their compliance (or the
compliance of any activities previously conducted thereon or therein) with any
federal, state or municipal laws, ordinances, regulations or requirements
(including those relating to the sale of subdivided lands), except as may be
expressly described elsewhere in this Agreement; (vii) the environmental status
or condition of the Property; or (viii) the extent to which the Property or
Seller has complied or failed to comply with any permits, approvals or
requirements of applicable Environmental Laws (defined below).

            (f) In particular, but without in any way limiting the foregoing,
Buyer, on behalf of itself and any entity affiliated with, owned or controlled
by Buyer or a controlling member of Buyer ("BUYER ENTITIES") hereby forever
waives, releases and covenants not to assert any claims against Seller, its
successors, assigns, employees, agents, representatives, past, present and
future, their affiliates and subsidiaries, past present and future, their
respective parents, subsidiaries, and affiliates past present and future, and
each of their officers, directors, and shareholders, past, present and future,
("SELLER'S REPRESENTATIVES") from any and all responsibility, liability, claims,
rights, remedies, causes of action and damages arising from or relating to: (1)
the investigation, removal and remediation of past, present or future releases
or discharges or threatened releases and discharges of Hazardous Substances on,
at, under, about or emanating from the Property; (2) any other claims, for or
arising out of the presence of Hazardous Substances on, at, under, about or
emanating from the Property or any property in the vicinity of the Property
(including in the soil, air, structures and surface and subsurface water),
including natural resource damage claims; (3) the performance or non-performance
of remedial actions with respect to any past, present or future releases or
threatened releases of Hazardous Substances on the Property; and (4) any past,
present or future violations by Seller or Seller Representatives of any
Environmental Laws regarding the Property.


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      As used herein, the term "ENVIRONMENTAL LAW" will mean, as amended and in
effect from time to time, any federal, state or local statute, ordinance, rule,
regulation, judicial decision, or the judgment or decree of a governmental
authority, arbitrator or other private adjudicator by which Buyer or the
Property is bound, pertaining to health, industrial hygiene, public safety,
occupational safety or the environment, including, without limitation, the
Surface Mining Control and Reclamation Act (30 U.S.C. ss.1201 - et seq.), the
Uranium Mill Tailings Reclamation Control Act (42 U.S.C. ss.7901 - et seq.), the
Mining Health and Safety Act (30 U.S.C. ss.801 - et seq.), the Comprehensive
Environmental Response, Compensation & Liability Act of 1980 (42 U.S.C. ss. 9601
- et seq.), the Resource, Conservation and Recovery Act of 1976 (42 U.S.C. ss.
6901 - et seq.), the Toxic Substances Control Act (15 U.S.C. ss. 2601 - et
seq.), the Clean Water Act (33 U.S.C. ss. 1251 - et seq.), the Oil Pollution Act
of 1990 (33 U.S.C. ss. 2701 - et seq.), the Clean Air Act (42 U.S.C. ss. 7401 -
et seq.), the Hazardous Substance Transportation Act; the Emergency Planning and
Community Right-To-Know Act (42 U.S.C. ss. 11001 - et seq.), the Endangered
Species Act of 1973 (16 U.S.C. ss. 1531 - et seq.), the Federal Land Policy and
Management Act of 1976 (43 U.S.C. ss. 1701 - et seq.), the Lead-Based Paint
Exposure Reduction Act (15 U.S.C. ss. 2681 - et seq.), the Safe Water Drinking
Act Amendments of 1996 (42 U.S.C. ss. 300), the Solid Waste Disposal Act (42
U.S.C. ss. 6901 - et seq.), the National Historic Preservation Act of 1966
(U.S.C. 470 - et seq.), the Louisiana Environmental Quality Act (La. R.S.
30:2001 - et seq), Statewide Order 29-B of the Louisiana Department of Natural
Resources, Office of Conservation, federal, state and local counterparts of each
of the foregoing along with any federal, state or local laws, regulations or
ordinances relating to or promulgated under authority of any such statutes or
laws.

      As used herein, the term "HAZARDOUS SUBSTANCES" will mean (a) any
chemicals, materials, elements or compounds or substances defined as or included
in the definition of "hazardous substances," "hazardous wastes," "solid wastes,"
"hazardous materials," "extremely hazardous wastes," "restricted hazardous
wastes," "toxic substances," "toxic pollutants," "hazardous air pollutants,"
"pollutants," "contaminants," "toxic chemicals," "petroleum or petroleum
products," "toxics," "hazardous chemicals," "extremely hazardous substances,"
"pesticides" or related materials, as now, in the past, or hereafter defined in
any applicable Environmental Law; (b) any petroleum or petroleum products
(including but not limited to gasoline and fuel additives including MTBE and
other oxygenates, typically added to gasoline or their degradation products),
natural or synthetic gas, radioactive materials, asbestos-containing materials,
urea formaldehyde foam insulation, polychlorinated biphenyls, sewage,
non-hazardous oilfield waste, or waste tires, and radon; and (c) any other
chemical, material or substance, exposure to which is prohibited, limited or
regulated under any Environmental Law.

      The provisions of this Article 4.1(c) will survive Closing.

      4.2 SELLER'S REPRESENTATIONS AND WARRANTIES. Each Seller warrants,
represents and covenants (with the understanding that Buyer is relying on these
warranties, representations and covenants) that:

            (a) ORGANIZATION; AUTHORITY. Each Seller represents that it is a
duly organized limited liability company authorized to transact business in the
State of Louisiana, and has full legal power and authority to enter into, and
perform its obligations under, this Agreement in accordance with their terms,
without the consent of any partner, co-owner, member, investor, creditor,
governmental authority, judicial or administrative body, or any other person.
Each of the individuals executing this Agreement on Seller's behalf warrants
that he/she is authorized to do so and to bind Seller thereby.


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            (b) LITIGATION; PROCEEDINGS. Except as set forth on SCHEDULE 4.2(B),
Seller represents that there are no suits, actions, prosecutions, investigations
or proceedings, actual or pending or, to the knowledge of Seller, threatened,
against or affecting Seller that relate to or will have an adverse effect on the
Property.

            (c) TITLE. Seller represents that it has good and marketable fee
simple title to the Property.

            (d) NO CONFLICTING AGREEMENTS. The execution and delivery by each
Seller, and the performance and compliance by such Seller with the terms and
provisions, of this Agreement do not violate, conflict with or result in a
breach of any of the terms, conditions or provisions of (i) such Seller's
organizational documents, (ii) any judgment, order, injunction, decree,
regulation or ruling of any court or other governmental authority to which such
Seller is subject, or (iii) any agreement or contract to which such Seller is a
party or to which it is subject.

      4.3 BUYER'S REPRESENTATIONS AND WARRANTIES. Buyer warrants, represents and
covenants (with the understanding that Seller is relying on these warranties,
representations and covenants) that:

            (a) ORGANIZATION; AUTHORITY. Buyer is a corporation duly organized
and validly existing under the laws of State of Nevada. Buyer is duly authorized
to transact business in the State of Louisiana. Buyer has full legal power and
authority to enter into, and perform its obligations under, this Agreement in
accordance with their terms, without the consent of any partner, co-owner,
member, investor, creditor, governmental authority, judicial or administrative
body, or any other person. Each of the individuals executing this Agreement on
Buyer's behalf warrants that he/she is authorized to do so and to bind Buyer
thereby.

            (b) BUYER SOPHISTICATION. Buyer is familiar with the special
characteristics of the Property and has access to any legal, financial or other
professional advice that may be necessary to fully investigate all matters
pertaining to the Property and to comply with Buyer's obligations hereunder.
Buyer has examined and inspected, and will have the right to examine and
inspect, the physical nature and condition of