Acquisition Materials

The Oil & Gas Asset


CLEARINGHOUSE


A Petroleum Place
Company
July 15, 2002


Stanley McCabe
Arena Resources Inc.
4920 S. Lewis. Suite
107
Tulsa. OK 74105


RE: August 15, 2002 - Oil &. Gas
Auction
Lot 92, Texas, OK


Dear Mr. McCabe,


Congratulations on your acquisition from Ensign Operating, as
Seller of an interest in the referenced property. To consummate this
transaction, we have enclosed an invoice in the amount of $827,500.00,
which includes the $827,500.00 consideration, plus any applicable
recording/approval fees. Any applicable recording/approval fees will be
billed to you when documents have been received to calculate them.
This transactions like all others in this Auction, is made subject to
your Qualified Bidder Registration materials and the Bidder/Buyer's'
Terms and Conditions. Please make arrangements to transfer immediately
available funds to The Clearinghouse's account per the attached wire
instructions. Please notify Ms. Jennifer Polito, (Manager of
Accounting) or Debbie Radford (Office Manager) at 281-873-4600 once the
wire transfer has been initiated.


After confirmation of tile wire transfer and subject to any
restrictions identified in the Sale Day Catalog. The Clearinghouse's
Land Department will mail to you the original signature page to the
Assignment for execution and acknowledgment. Please return the executed
original to Ms. Leah Stevens, Land Manager. We will then file the
original Assignment for public record and mail same to you once
returned.


Thank you for your cooperation and we wish you great success with
your newly acquired property. Please indicate your acceptance and
agreement to the terms as stated above by signing in the space provided
below and returning an executed copy of this letter to my attention.


Very truly yours, AGREED TO AND ACCEPTED THIS


THE 15 DAY OF JULY 2002


THE OIL & GAS ASSTET CLEARINGHOUSE ARENA RESOURCES 1NC.


/s/ Ronald K. Barnes BY /s/ Stanley McCabe
------------------------ -------------------------
Ronald K. Barnes. Stanley McCabe
Senior VP Business Development Chairman of the Board


P.O. Box 671787 Houston, TX 77267-1787
281 Fax 281
www.petroleumplace.com


Seller No. 39800
Sale No. 176C
AMENDMENT TO BUYER'S TERMS AND CONDITIONS OF PURCHASE


This is to evidence an Agreement by and between The Oil & Gas Asset Clearinghouse, L.P. by its General Partner, The Petroleum Clearinghouse, Inc. ("The Clearinghouse") and Arena Resources Inc ("Buyer") to amend the Buyer's Terms and Conditions of Purchase ("Buyer's Agreement") entered into between The Clearinghouse and Buyer relative to Buyer's participation in an auction of oil and gas properties known as Sale No. 176C conducted by The Clearinghouse on August 15, 2002 ("the Sale"). Only to the extent of Lot No. 92 ("Subject Property") which Buyer successfully submitted a high bid of $827,500.00 ("Purchase Price"), it is hereby agreed that Paragraph 3. SETTLEMENT of the Buyer's Agreement shall be amended as follows:


Notwithstanding anything to the contrary contained in the Buyer's Agreement and in lieu of the requirement to make full payment of the Purchase Price on the day of the Sale, Buyer shall immediately pay or make arrangements to pay to Compass Bank, as escrow agent, a performance deposit in the amount of twenty percent (20%) of the Purchase Price ($165,500.00) ("Performance Deposit"). THIS PERFORMANCE DEPOSIT IS SOLELY TO ASSURE THE PERFORMANCE OF BUYER PURSUANT TO THE TERMS AND CONDITIONS OF THE BUYER'S AGREEMENT AND IS ACCEPTED BY SELLER AND THE CLEARINGHOUSE SUBSECT TO BUYER'S FULL ACKNOWLEDGEMENT THAT THE TERMS AND CONDITIONS OF ALL CONVEYANCING DOCUMENTS AND THE AMOUNT OF THE PURCHASE PRICE ARE NON-NEGOTIABLE.


The Purchase Price shall be paid in full on the later of: (i) on or before 2:00 p.m. CST on July 30, 2002 or (ii) within three (3) business days following notification from The Clearinghouse or the Seller that any preferential rights, right of first refusal, right of consent or other right has been either waived or the required response time has elapsed. At such time as the purchase price is received in full by Compass Bank, as escrow agent, as provided for in Paragraph 3 of the Buyer's Agreement, The Clearinghouse shall return the Performance Deposit, without interest, within three (3) banking days after receipt of written notice thereof. IF PAYMENT IN FULL OF THE PURCHASE PRICE IS NOT TIMELY RECEIVED OR SHOULD BUYER REFUSE OR BE UNABLE FOR ANY REASON (INCLUDING FAILURE TO OBTAIN FINANCING) TO CLOSE ON THE TRANSACTION IN ACCORDANCE WITH THE TERMS OF THE BUYER'S AGREEMENT, AS AMENDED HEREBY, AND/OR PROPERLY EXECUTE THE ORGINAL ASSIGNMENT(S) AND OTHER DOCUMENTS NECESSARY TO CONSUMMATE THE TRANSFER OF THE SUBJECT PROPERTY PURSUANT TO PARAGRAPH 4 OF THE BUYER'S AGREEMENT, SELLER MAY RETAIN THE PERFORMANCE DEPOSIT AS AGREED LIQUIDATED DAMAGES AND NOT AS A PENALTY.


In the event that a third party having preferential right to purchase the subject property, exercises such right, then The Clearinghouse shall refund the Performance Deposit to Buyer within five (5) business days from receipt of notice that such right has been exercised. Except as to the amendment of payment procedures as provided hereinabove, all of the terms and conditions of the Buyer's Agreement shall remain unchanged.


ACCEPTED AND AGREED TO THIS 15 DAY OF JULY 2002.
---- -------


ARENA RESOURCES INC THE OIL & GAS ASSET CLEARINGHOUSE, L.P.
by it's General Partner The Petroleum
Clearinghouse, Inc.


/s/ Stanley McCabe /s/ Ronald K. Barnes ------------------------- --------------------------- By: Stanley McCabe By: Ronald K. Barnes Title: Chairman of the Board Title: Sr. Vice President Business
Development


Eva South Unit


ASSIGNMENT, BILL OF SALE AND CONVEYANCE


THIS ASSIGNMENT, BILL OF SALE AND CONVEYANCE (this
"Assignment"), dated effective July 1, 2002 at 12:01 AM (the
"Effective Time"), is from Ensign Operating Co. a Delaware
corporation whose address is 1225 17th Street, Suite 1900,
Denver, Colorado 80202 ("Assignor"), to the following
("Assignee"):


Arena Resources, Inc.
4920 South Lewis,
suite 107
Tulsa, Oklahoma 74105


For $10.00 and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged,
Assignor hereby sells, assigns, transfers, grants, bargains,
conveys to Assignee all of Assignor's right, title and interest,
In and to the following (all of which are called the "Assets"):


1. All of Assignor's right, title and interest in and to
(i) the oil and gas leases specifically described in Exhibit A
(collectively, the "Leases") insofar and only insofar as the
Leases cover the lands specifically described on Exhibit A (the
"Lands"); both the Leases and Lands are subject to all
pre-existing depth or other limitations, and reservations by
Assignor, If any, set forth on Exhibit A; the royalties,
overriding royalties, net profits interests ...