Lapeyrouse Exploration Agreement

October 13, 1997


BETA OIL & GAS, INC. 901 Dove Street, Suite 230 Newport Beach, California 92660


Attention: Steve Antry
President


Re: Purchase and Sale Agreement
Lapeyrouse Area
Terrebonne Parish, Louisiana


Gentlemen:


This will evidence the "Purchase and Sale Agreement" provided for in Article 5 of that certain Letter of Intent dated September 18, 1997 between Beta Oil & Gas, Inc. ("Beta" herein) and Laurent Oil & Gas, Inc. ("Laurent" herein) relative to Laurent's "Look-Back Interests", hereinafter defined.


1. Laurent represents that Laurent has the exclusive right to acquire the following described undivided interests ("Look-Back Interests" herein) in and to those oil, gas and mineral leases and geophysical options set out and described in Exhibits "A" through "D" hereto ("Leases" herein) and made a part hereof for all purposes:


(a)6.25% as to rights between the surface and the stratigraphic
equivalent depth of the base of the Duval Sand,


(b)75.0% of 6.25% or 4.6875% as to rights between the stratigraphic
equivalent depth of the base of the Duval Sand and one hundred
feet (100') below the stratigraphic equivalent depth of the
base of the Dularge Sand, and


(c)25.0% of 6.25% or 1.5625% as to rights below one hundred feet (100')
below the stratigraphic equivalent depth of the base of the
Dularge Sand,


in and to the Leases described in Exhibit A within the boundaries of the "Contract Area", defined in that certain 3-D Seismic Participation Agreement dated May 30, 1996 by Fina Oil and Chemical Company, et al (Group Leases),


(d)50.0% of 6.25%, or 3.125% between the surface and one hundred feet
(100.0') below the stratigraphic equivalent depth of the base
of the Dularge Sand, and


(e)25.0% of 6.25%, or 1.5625% below one hundred feet (100.0') below the
stratigraphic equivalent depth of the base of the Dularge
Sand,


in and to those Leases described in Exhibits B and C within the boundaries of the Contract Area (AMI Leases),


(f)6.25% interest, all rights to all depths,


in and to those Leases described in Exhibit A, outside the boundaries of the Contract Area, and Exhibit D (Starboard West and South Leases),


(g)50.0% of 6.25%, or 3.125% between the surface and one hundred feet
(100.0') below the stratigraphic equivalent depth of the base
of the Dularge Sand, and


(h)25.0% of 6.25%, or 1.5625% below one hundred feet (100.0') below the
stratigraphic equivalent depth of the base of the Dularge
Sand,


in and to any lease, geophysical option or other contract for the right to explore for oil or gas or creating a mineral servitude within the boundaries of the Contract Area, other than the Leases,


(i)6.25%, all rights to all depths,


in and to any lease, geophysical option and any other contract for the right to explore for oil or gas or creating a mineral servitude outside the boundaries of the Contract ...