OVERRIDING ROYALTY PURCHASE AGREEMENT

This Overriding Royalty Purchase Agreement (this " Agreement "), is dated as of June 10, 2008, by and between O'Brien Resources, LLC, a Texas limited liability company (" Seller "), and Berry Petroleum Company, a Delaware corporation (" Purchaser "), but effective for all purposes as of the Effective Date.  Seller and Purchaser are sometimes referred to herein collectively as the " Parties " and individually as a " Party ."

Pursuant to that certain Purchase and Sale Agreement by and among Purchaser, Seller, and certain other parties dated as of June 10, 2008 (the " Purchase Agreement ") Seller assigned to Purchaser certain interests in and to, among other things, certain oil and gas leases more specifically described therein;

Seller specifically excluded from the Purchase Agreement certain overriding royalty interests reserved by Seller prior to the date of the Purchase Agreement in and to the oil and gas leases covering the lands shown on Exhibit A hereto, including, without limitation those overriding royalty interests more specifically described on Exhibit B-1 hereto (the " Overriding Royalty Interests "); and

Seller desires to sell and Purchaser desires to Purchase the Overriding Royalty Interests pursuant to the terms hereof.

NOW THEREFORE, for and in consideration of the premises and of the mutual promises, representations, warranties, covenants, conditions, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1.1   Purchase and Sale .  On the terms and conditions contained in this Agreement, Seller agrees to sell to Purchaser, effective as of February 1, 2008 (the " Effective Date ") and Purchaser agrees to purchase, accept, and pay for the Overriding Royalty Interests.

1.2   Certain Excluded Assets .  Notwithstanding anything to the contrary in this Agreement or the Purchase Agreement, it is understood and agreed by the Parties that the Overriding Royalty Interests shall not include, and there shall not be transferred to Purchaser at Closing (a) any Tax refund (whether by payment, credit, offset, or otherwise) with respect to Taxes applicable to the Overriding Royalty Interests prior to the Effective Date and (b) refunds relating to severance Tax abatements (whether by payment, credit, offset, or otherwise, and together with any interest thereon) with respect to all taxable periods or portions thereof ending on or prior to the Effective Date, whether received before, on, or after the Effective Date (including, without limitation, refunds relating to the designation by the Railroad Commission of Texas of any Well or Unit as "High Cost" pursuant to the terms of 16 Tex. Admin. Code § 3.101).

1.3   Incorporation of Certain Definitions .  Capitalized terms used herein but not defined shall have the meanings ascribed to such terms in the Purchase Agreement.

2.1   Purchase Price .  The purchase price for the Overriding Royalty Interests (the "Purchase Price") shall be Thirty-Two Million Three Hundred Fifty-Six Thousand dollars ($32,356,000) (the " Unadjusted Purchase Price "), adjusted as provided in Section 2.4.

2.2   Allocated Values .  The allocations set forth in Schedule 2.2 (the " Allocated Values ") shall be used by Seller and Purchaser as the basis for calculating Title Defect Amounts and reporting asset values and other items, including preparing Internal Revenue Service Form 8594, Asset Acquisition Statement (which Form 8594 shall be completed, executed and delivered by such parties as soon as practicable after the Closing but in no event later than 15 days prior to the date such form is required to be filed).  Seller and Purchaser agree not to assert, and will cause their Affiliates not to assert, in connection with any audit or other proceeding with respect to Taxes, any asset values or other items inconsistent with the amounts set forth in Schedule 2.2 .

2.3   Division of Proceeds, Expenses, and Taxes .

(a)   Seller shall be entitled to all amounts earned from the sale of Hydrocarbons produced from, or attributable to, the Overriding Royalty Interests during the period up to but excluding the Effective Date (net of any (i) gathering, processing, and transportation costs paid in connection with sales of Hydrocarbons from an Overriding Royalty Interest, and (ii) production Taxes, severance Taxes, and other Taxes measured by units of production, in each case, to the extent not otherwise deducted by a third Person, including, without limitation, a purchaser of production), and to all other income earned with respect to the Overriding Royalty Interests up to but excluding the Effective Date.  Purchaser shall be entitled to all such amounts with respect to periods of time from and after the Effective Date.

(b)   Seller shall be responsible for (and entitled to any refunds and indemnities with respect to) the costs, expenses, and expenditures (if any) incurred up to but excluding the Effective Date, to the extent that the same have not been otherwise deducted by a third Person (including, without limitation, a purchaser or production, and Purchaser shall be responsible for all other costs, expenses, and expenditures (if any).

(c)   Without duplication of any amounts otherwise paid or received (or, in the case of costs, expenses, and expenditures, deducted or otherwise accounted for by a third Person, including, without limitation a purchaser of production) with respect to the Overriding Royalty Interests, (i) should any Party or its Affiliates receive any proceeds or other income to which the other Party is entitled under this Section 2.3, such Party shall fully disclose, account for, and promptly remit the same to such other Party, and (ii) should any Party pay any costs, expenses, or expenditures for which the other Party is responsible under this Section 2.3, such Party shall reimburse the other Party promptly after receipt of such other Party's invoice, accompanied by copies of the relevant vendor or other invoice and proof of payment.

(d)   Real and personal property Taxes, severance Taxes, and any other Taxes measured by units of Production with respect to the Overriding Royalty Interests shall be prorated between Purchaser and Seller as of the Effective Date.  If the actual Taxes are not known on the Closing Date, Seller's share of such Taxes shall be determined by using (i) the rates and millages for the year prior to the year in which the Closing occurs, with appropriate adjustments for any known and verifiable changes thereto, and (ii) the assessed values for the year in which Closing occurs.  When Purchaser receives the actual tax statements for or applicable to the Overriding Royalty Interests from the appropriate taxing authorities, Purchaser shall deliver to Seller a copy of such statements, together with the amount, if any, by which Seller's proration exceeds the proration that would have been made had actual tax statements been used to calculate Seller's proration.  If the proration for Seller that would have been made using actual tax statements exceeds that made at Closing, Seller shall pay to Purchaser such difference within five (5) days of receipt of such statement.

(e)   "Earned" or "Incurred," as used in this Section 2.3 shall be interpreted in accordance with accounting recognition under the Accounting Principles.

2.4   Adjustments to Purchase Price .  The Unadjusted Purchase Price shall be adjusted as follows:

(a)   Increased or decreased, as appropriate, in accordance with Article 3; and

(b)   Increased or decreased, as appropriate, to give effect to the terms and provisions of Section 2.3.

3.1   Seller's Title .

(a)   Seller represents and warrants to Purchaser that Seller's title to the Overriding Royalty Interests shown on Exhibit B-2 is (and as of the Closing Date shall be) Defensible Title as defined in Section 3.2.  This representation and warranty provides Purchaser's exclusive remedy with respect to any Title Defects.  The conveyance to be delivered by Seller to Purchaser at Closing (the " Conveyance ") shall be in form identical to the Conveyance attached hereto as Exhibit C and shall contain a special warranty of title to the Overriding Royalty Interests by, through, and under Seller, but not otherwise, subject to the Permitted Encumbrances.

(b)   With respect to each Overriding Royalty Interest that relates to an Undeveloped Location, it is understood and agreed by Purchaser that the representation of Seller in Section 3.1(a) is based upon the Undeveloped Assumption Data.  Purchaser shall not be entitled to protection under Seller's representation in Section 3.1(a) against any Title Defect to the extent based upon, or arising out of, Purchaser's disagreement with, or change to, the Undeveloped Assumption Data.  The Undeveloped Assumption Data was provided to Purchaser previously in connection with the transactions contemplated by the Purchase Agreement, and copies of the Undeveloped Assumption Data described in Section 3.1(c)(i) and (ii) of the Purchase Agreement have been provided to Purchaser in connection with the execution of the Purchase Agreement.

3.2   Definition of Defensible Title .

(a)   As used in this Agreement, the term " Defensible Title " means that title of Seller which, subject to the Permitted Encumbrances:

(i)   entitles Seller to receive not less than the "net revenue interest" share or percentage shown in Exhibit B-2 of all Hydrocarbons from a Lease, Well, or Unit attributable to the aggregate of the Overriding Royalty Interests, whether in cash, in kind, or otherwise, except decreases resulting from the establishment or amendment of pools or units, and except as otherwise stated in Exhibit B-2 ; and

(ii)   is free of liens, encumbrances, obligations, or defects, other than Permitted Encumbrances.  As used herein, the term "Permitted Encumbrances" shall include (without limiting the definition set forth in the Purchase Agreement), the failure to record assignments or reservations of any Overriding Royalty Interest to the extent that the same would not reduce Seller's net revenue interest below that shown in Exhibit B-2 .

(b)   As used in this Agreement, the term " Title Defect " means any lien, charge, encumbrance, obligation, or defect, including, without limitation, a discrepancy in net revenue interest that causes a breach of Seller's representation and warranty in Section 3.1.

3.3   Notice of Title Defects .  To assert a claim arising out of a breach of Section 3.1, Purchaser must deliver a defect claim notice or notices to Seller on or before ten (10) Business Days prior to the Target Closing Date (the " Defect Claim Date "); provided, however , that Purchaser shall use its commercially reasonable efforts to deliver a defect claim notice with respect to a specific alleged Title Defect on or before five (5) Business Days after Purchaser obtains knowledge of the existence of such Title Defect, even if the date of delivery of such defect claim notice is prior to the Defect Claim Date.  Each such notice shall be in writing and shall include:

(a)   a description of the alleged Title Defect(s);

(b)   the Overriding Royalty Interests affected;

(c)   the Allocated Values of the Overriding Royalty Interest(s) subject to the alleged Title Defect(s);

(d)   true and complete copies of any documentation supporting the existence, nature, and basis of the alleged Title Defect(s); and

(e)   the amount by which Purchaser reasonably believes the Allocated Values of those Overriding Royalty Interests are reduced by the alleged Title Defect(s) and the computations and information upon which Purchaser's belief is based.

PURCHASER SHALL BE DEEMED TO HAVE WAIVED ALL BREACHES OF SECTION 3.1 OF WHICH SELLER HAS NOT BEEN GIVEN NOTICE ON OR BEFORE THE DEFECT CLAIM DATE.

3.4   Title Defect Amounts .  The Title Defect Amount resulting from a Title Defect (the " Title Defect Amount ") shall be determined as follows:

(a)   if Purchaser and Seller agree on the Title Defect Amount, that amount shall be the Title Defect Amount;

(b)   if the Title Defect is a lien, encumbrance, or other such charge, then the Title Defect Amount shall be the amount necessary to be paid to remove the Title Defect from Seller's interest in the affected Overriding Royalty Interests;

(c)   if the Title Defect represents a discrepancy between (i) the net revenue interest for any Overriding Royalty Interest and (ii) the net revenue interest or percentage stated on Exhibit B-2 with respect to such Overriding Royalty Interest, then the Title Defect Amount shall be the product of the Allocated Value of such Overriding Royalty Interest multiplied by a fraction, the numerator of which is the net revenue interest or percentage ownership decrease and the denominator of which is the net revenue interest or percentage ownership stated on Exhibit B-2 , provided that if the Title Defect does not affect the Overriding Royalty Interest throughout its entire productive life, the Title Defect Amount determined under this Section 3.4(c) shall be reduced to take into account the applicable time period only;

(d)   if the Title Defect represents an obligation, encumbrance, burden, or charge upon or other defect in title to the affected Overriding Royalty Interest of a type not described in subsections (a), (b),or (c) above, the Title Defect Amount shall be determined by taking into account the Allocated Value of the Overriding Royalty Interest so affected, the legal effect of the Title Defect, the potential economic effect of the Title Defect over the life of the affected Property to which the Overriding Royalty Interest relates, the values placed upon the Title Defect by Purchaser and Seller, and such other factors as are necessary to make a proper evaluation (including, without limitation, the reasonable cost to cure such Title Defect);

(e)   notwithstanding anything to the contrary in this Article 3, (i) an individual claim for a Title Defect for which a claim notice is given in accordance with Section 3.3 shall not be considered to be a Title Defect pursuant to this Article 3  unless and until the Title Defect Amount with respect thereto exceeds One-Hundred Thousand dollars ($100,000), and (ii) with respect to any Title Defects entitled to an adjustment pursuant to subsection (i), unless and until the aggregate amount of such Title Defects exceed One-Million dollars ($1,000,000); and

(f)   the Title Defect Amount with respect to a Title Defect shall be determined without duplication of any costs or losses included in another Title Defect Amount hereunder.

3.5   Cure Notice .

(a)   Seller shall have the right, but not the obligation, to attempt, at Seller's sole cost, to cure or remove on or before sixty (60) days after the Closing Date (the " Cure Period ") any Title Defects of which Seller has been advised by Purchaser if Seller has provided written notice of its intent to cure or remove such Title Defects (a " Cure Notice ").

(b)   In the event that Seller delivers a Cure Notice to Purchaser, Sections 3.6(a) and 3.7 shall apply with respect to any Overriding Royalty Interests for which Seller has elected to attempt to cure or remove a Title Defect.  Seller's election to attempt to cure a Title Defect shall not constitute a waiver of any rights of Seller under this Article 3, including, without limitation, Seller's right to dispute the existence, nature or value of, or cost to cure, the Title Defect.

3.6   Response to Title Defect Claim .  In the event that Purchaser delivers to Seller a notice pursuant to Section 3.3, Seller may, on or before a date that is two (2) Business Days prior to the Closing Date (provided that, if Seller does not provide such notice, Seller shall be deemed to have elected Section 3.6(a), below):

(a)   deliver a Cure Notice, in which case (i) the Unadjusted Purchase Price shall be decreased by the Allocated Value of the Overriding Royalty Interests covered in the Cure Notice, (ii) the affected Overriding Royalty Interests shall not be conveyed to Purchaser at Closing pending Seller's attempt to cure such Title Defect, and (iii) Seller shall have the rights set forth in Section 3.7;

(b)   exclude the Overriding Royalty Interests affected by the Title Defect from this Agreement, in which case the Unadjusted Purchase Price shall be decreased by the Allocated Value of any such Overriding Royalty Interest and the affected Overriding Royalty Interest shall be deemed to be deleted from this Agreement for all purposes and shall not be conveyed to Purchaser at Closing; or

(c)   include the Overriding Royalty Interests affected by the Title Defect in this Agreement and convey the same to Purchaser at Closing, in which case the Unadjusted Purchase Price shall be decreased by the Title Defect Amount of such Title Defect.

3.7   Title Defects Subject to Cure .

(a)   If, with respect to any Title Defect that Seller has elected to attempt to cure pursuant to Section 3.6(a), if such Title Defect is cured on or before the end of the Cure Period, Seller shall sell to Purchaser, and Purchaser shall purchase from Seller, the affected Overriding Royalty Interests effective as of the Effective Date pursuant to the terms of this Agreement.

(b)   Subject to a final determination of the existence or Title Defect Amount with respect to such Title Defect pursuant to Section 3.8, if Seller has not cured such Title Defect on or before the end of the Cure Period, Seller shall not be obligated to sell to Purchaser, and Purchaser shall not be obligated to purchase, the affected Overriding Royalty Interests.

(c)   Notwithstanding anything to the contrary contained herein, Seller shall have the right, at any time before, during, or after the Cure Period, and without notice to, or consent by, Purchaser, to cease its attempt to cure any alleged Title Defect and retain the Overriding Royalty Interests affected thereby without liability or obligation to Purchaser.

3.8   Title Defect Resolution; Arbitration .

(a)   Seller and Purchaser shall attempt to agree on all Title Defect Amounts and Title Benefit Amounts on or before the Closing Date.  If Seller and Purchaser are unable to agree by that date, the affected Overriding Royalty Interests shall be not be conveyed to Purchaser at Closing, and, except to the extent that Seller has elected to attempt to cure a Title Defect, all Title Defect Amounts and Title Benefit Amounts in dispute shall be exclusively and finally resolved by arbitration pursuant to this Section 3.8.

(b)   During the 10-day period following the Closing Date, Title Defect Amounts and Title Benefit Amounts in dispute shall be submitted to a title attorney with at least 10 years' experience in oil and gas titles in Texas as selected by mutual agreement of Purchaser and Seller, or, absent such agreement during the 10-day period, by the Houston office of the American Arbitration Association (the " Title Arbitrator ").  Likewise, if by the end of the Cure Period, Seller has failed to cure any Title Defects with respect to which it delivered a Cure Notice or a dispute exists as to whether (or the extent to which) a Title Defect has been cured, and Seller and Purchaser have been unable to agree on the Title Defect Amounts for such Title Defects (or their existence), the Title Defect Amounts in dispute shall be submitted to the Title Arbitrator.  The Title Arbitrator shall not have worked as an employee or outside counsel for any Party or its Affiliates during the five (5) year period preceding the arbitration or have any financial interest in the dispute.  The arbitration proceeding shall be held in Houston, Texas and shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this Section.  The Title Arbitrator's determination shall be made within forty-five (45) days after submission of the matters in dispute and shall be final and binding upon the Parties, without right of appeal.  In making his determination, the Title Arbitrator shall be bound by the rules set forth in this Article 3 and may consider such other matters as in the opinion of the Title Arbitrator are necessary or helpful to make a proper determination.  Additionally, the Title Arbitrator may consult with and engage disinterested third Persons to advise the arbitrator, including title attorneys from other states and petroleum engineers.  The Title Arbitrator shall act as an expert for the limited purpose of determining the specific disputed Title Defect Amounts submitted by any Party and may not award damages, interest, or penalties to any Party with respect to any matter.  Seller and Purchaser shall each bear its own legal fees and other costs of presenting its case.  Purchaser shall bear one-half of the costs and expenses of the Title Arbitrator and Seller shall be responsible for the remaining one-half of the costs and expenses.

(c)   On or before five (5) Business Days after the date on which (i) the Parties agree upon the existence or Title Defect Amounts with respect to all disputed Title Defects affecting an Overriding Royalty Interest or Seller receives the final determination of the Title Arbitrator with respect thereto and (ii) the Cure Period with respect to all alleged Title Defects has expired, Seller shall elect to sell or retain any Overriding Royalty Interest affected by a Title Defect pursuant to Section 3.6(b) or 3.6(c); provided, however , that, if Seller does not timely make such an election, Seller shall be deemed to have elected to exclude such affected Overriding Royalty Interest pursuant to Section 3.6(b).

3.9   Limitations; Disclaimers .

(a)   THE REMEDIES PROVIDED FOR IN THIS ARTICLE 3 SHALL, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BE THE EXCLUSIVE RIGHT AND REMEDY OF PURCHASER WITH RESPECT TO SELLER'S BREACH OF ITS WARRANTY AND REPRESENTATION IN SECTION 3.1.  EXCEPT AS SPECIFICALLY PROVIDED IN THIS ARTICLE 3 AND THE CONVEYANCE, PURCHASER ACKNOWLEDGES AND AGREES THAT THE OVERRIDING ROYALTIES ARE BEING SOLD HEREBY WITHOUT WARRANTY OF TITLE, EXPRESS OR IMPLIED, AND HEREBY RELEASES, REMISES, AND FOREVER DISCHARGES SELLER AND ITS AFFILIATES AND ALL SUCH PARTIES' MEMBERS, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, ADVISORS, AND REPRESENTATIVES FROM ANY AND ALL SUITS, LEGAL OR ADMINISTRATIVE PROCEEDINGS, CLAIMS, DEMANDS, DAMAGES, LOSSES, COSTS, LIABILITIES, INTEREST, OR CAUSES OF ACTION WHATSOEVER, IN LAW OR IN EQUITY, KNOWN OR UNKNOWN, WHICH PURCHASER MIGHT NOW OR SUBSEQUENTLY MAY HAVE, BASED ON, RELATING TO OR ARISING OUT OF, ANY TITLE DEFECT OR DEFICIENCY IN TITLE WHATSOEVER.

(b)   The representation and warranty in Sect