Purchase And Sale Agreement

Purchase and Sale Agreement

by Devx Energy Inc
April 4th, 1997

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                           PURCHASE AND SALE AGREEMENT


         THIS PURCHASE AND SALE AGREEMENT (hereinafter referred to as the
"Agreement") is made and entered into as of the ______ day of March, 1997, by
and between JAMES P. ROBERTSON AND WIFE, FRANCES LEONARD ROBERTSON,
(collectively referred to hereinafter as the "Seller") and QUEEN SAND RESOURCES,
INC., a Nevada corporation (the "Purchaser"), (Seller and Purchaser hereinafter
individually referred to as "Party" and collectively as "Parties").

                                    RECITALS

         WHEREAS, Seller desires to sell and convey, and Purchaser desires to
purchase and receive, the following, upon the terms and conditions hereinafter
set forth:

         I. The Leases and Units. All of the Seller's right, title, and interest
in and to (i) the oil, gas, and mineral leases and properties and interests
described in Exhibit "A," including but not limited to, leasehold, fee, mineral,
royalty, and overriding royalty interests and payments out of or measured by
Production (hereinafter defined) (said oil, gas, and mineral leases and property
and interests being herein referred to as the "Leases"); (ii) the units, pooled
acreage, spacing, or proration units or other allocation of acreage, and all
rights associated therewith, which are applicable to the Leases and have been
established by, or in accordance with, (a) applicable contractual provisions
regarding unitization, communitization, pooling, spacing, or proration, or (b)
applicable state or federal law;

         II. The Production. All of the Seller's right, title, and interest in
and to all oil, gas, casinghead gas, condensate, distillate, and other liquid or
gaseous hydrocarbons and other minerals which are in, under, upon, and produced
from or allocable (or to be produced from or allocable) to the Leases after the
Effective Date (as defined in Paragraph 3(a) hereof) (such hydrocarbons and
minerals being hereinafter referred to as "Production"), including "line fill"
and inventory attributable to the interests described in Exhibit "A," or the
proceeds from the sale of such Production;

         III. The Wells and Equipment. All of Seller's right, title, and
interest in and to all personal property of every kind and character located on
the Leases or used in the operation thereof including, without limitation, wells
(whether productive or non-productive, active or inactive) (the "Wells"),
compressors, well equipment, casing, tanks, machinery, gathering lines and
systems, treatment facilities, disposal wells, disposal systems, pipelines and
other appurtenances, and any other personal property situated thereon, herein
individually and collectively called the "Equipment."

         IV. The Rights of Way and Permits. All of Seller's right, title, and
interest in and to all rights, privileges, benefits, permissions, and
authorizations (including, without limitation, permits, licenses, servitudes,
easements, and rights of way) in respect of the use and occupation of the
surface of such Leases, and the subsurface depths under the land and premises
covered by and benefiting such Leases, herein called individually and
collectively "Rights of Way and Permits";

         V. The Contracts. All of Seller's right, title, and interest in and to
all of the orders, gas purchase and sale contracts (wherein Seller is a selling
party), crude purchase and sale agreements (wherein Seller is a selling party),
surface leases, farm-in agreements, farmout agreements, bottom hole agreements,
acreage contribution agreements, unit agreements, area of mutual interest
agreements, processing agreements, options, leases of equipment or facilities,
and other contracts, agreements, and rights, which are owned by Seller, in whole
or in part and are (i) appurtenant to the Leases, or (ii) used or held for use
in connection with the ownership or operation of the Leases or with the
Production, treatment on the Leases, sale or disposal of water, hydrocarbons or
associated substances, herein called individually and collectively the
"Contracts";

         VI. The Records. All of the files, records and data in the possession
of Seller relating to the items described in subsections (I), (II), (III), (IV),
and (V) above (the "Records"), including, without limitation, lease files, title
records (including abstracts of title, title opinions, and title curative
documents); contracts, correspondence, originals or copies of geological,
geophysical, and


PURCHASE AND SALE AGREEMENT - PAGE 1
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seismic records, data, and information; and originals or copies of production
records, electric logs, core data, pressure data and decline curves and
graphical production curves, and all related matters, to the extent Seller has
the authority to release such Records and to the extent they are reasonably
required by Purchaser to operate the Wells;

         VII. Miscellaneous. Exhibit "A" attached hereto sets forth the
undivided interests of Seller in the Leases, and the revenue interests
attributable thereto, as well as the undivided interests of Seller in the
Production, Wells, Equipment, Rights of Way, and Contracts. This Agreement
covers and pertains to all of the right, title, and interest of Seller in the
Leases, the lands covered by the Leases, Production, Wells, Equipment, and
Rights of Way, even if the undivided interests of Seller in any such property or
property rights should be incorrectly or insufficiently described in the Exhibit
"A."

         Notwithstanding the foregoing, Seller does except and reserve that
certain overriding royalty interest described in Paragraph 19 below.

         Notwithstanding the foregoing, Seller does except and reserve the
reversionary interest, which reverts upon Purchaser realizing payout, as
described in Paragraph 20 below.

         The Leases, Production, Wells, Equipment, Rights of Way and Permits,
Contracts, Records, and Miscellaneous, referenced in Paragraphs I through VII
above, less the overriding royalty interest set forth in Paragraph 19 below, are
hereinafter sometimes referred to individually and collectively in the singular
as "Property."

         WHEREAS, the sale of Seller's interest in the Property was the subject
of, and was contemplated by, that certain letter of intent dated October 17,
1996, by and between Queen Sand Resources, Inc., and David Robertson and Keith
Robertson, as amended and supplemented, including amendment and supplement dated
December 24, 1996, and was the subject of that certain letter dated February 14,
1997 from Queen Sand Resources, Inc. to Keith Robertson, David Robertson and
J.P. Robertson. As to the interest of Seller in and to the Property, this
Agreement supersedes and replaces the letter of intent.

         NOW, THEREFORE, for and in consideration of the mutual agreements
herein contained, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged and confessed, Seller and Purchaser
hereby agree as follows:

         1. Sale and Purchase. Seller agrees to sell and convey to Purchaser,
and Purchaser agrees to purchase and pay for, all of Seller's right, title, and
interest in and to the Property as hereinafter provided.

         2. Purchase Price. The "Purchase Price" payable by Seller for the
Property shall be subparagraphs (a) and (b) as follows:

                  (a) Sixty-two Thousand Five Hundred Dollars ($62,500.00)
         payable at Closing;

                  (b) Sixty-five Thousand (65,000) shares of the common stock of
         Queen Sand Resources, Inc., a Delaware corporation ("QSR"), who is the
         parent corporation of Purchaser (the "QSR Shares"), which shares are to
         be issued at Closing to Allen K. Robertson. At Closing Purchaser shall
         cause to be delivered to Seller an instruction letter from QSR to its
         transfer agent which authorizes the issuance of the QSR Shares to Allen
         K. Robertson.

         All cash payments to be tendered by Purchaser to Seller, shall be made
by wire transfer or shall be made by certified funds.

         3. Closing and Effective Date.

                  (a) The closing of the sale and purchase of the Property shall
         take place on or before March 13, 1997, (the "Closing") at 1310 Jeff
         Davis, Hammond, Louisiana, or at such other time, place, or manner as
         may be mutually agreeable to the Parties. The sale of the


PURCHASE AND SALE AGREEMENT - PAGE 2
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         Property shall be effective as of February 1, 1997, at 7:00 a.m. local
         time for each of the particular Leases (the "Effective Date").

                  (b) At the Closing, the Property shall be conveyed and
         transferred by Seller to Purchaser by the execution and delivery of an
         Assignment and Bill of Sale (the "Assignment") in substantially the
         same form and content as the Assignment and Bill of Sale which is
         attached hereto as Exhibit "B," and such other instruments of
         conveyance as may be reasonably requested by Purchaser. Purchaser shall
         be entitled to all of Seller's rights in the Property (including,
         without limitation, the rights to all Production and proceeds of
         Production) appurtenant and attributable to the Property, and shall be
         subject to the duties and obligations attendant with ownership of such
         undivided share of the Property for the period from and after the
         Effective Date. For the period prior to the Effective Date, Seller
         shall be entitled to all of the rights (including, without limitation,
         the rights to all Production and proceeds of Production) appurtenant
         and attributable to the Property, and shall be subject to the duties
         and obligations attendant with ownership of the Property.

         4. Adjustments to Purchase Price. The Purchase Price shall be adjusted
(the "Adjusted Purchase Price") at the Closing, by the "Interim Settlement
Statement" (hereinafter defined in this paragraph and in Paragraph 9 below),
and, subsequent to Closing, by the "Final Settlement Statement" (hereinafter
defined in Paragraph 13 below), as follows:

                  (a) The Purchase Price shall be increased by the following:

                           (1) the value of all merchantable allowable oil or
                  other liquid hydrocarbons in storage owned by Seller in the
                  tanks or above the pipeline connection at the Effective Date,
                  and not previously sold by Seller, that is credited to the
                  share of the Property being acquired hereunder, valued at the
                  contract price thereto, or if none, the actual price received
                  by Purchaser, less taxes or gravity adjustments deducted by
                  the purchaser of such oil or other liquid hydrocarbons;

                           (2) the amount of all reasonable expenditures made in
                  connection with the ownership, operation, and maintenance of
                  the share of the Property being acquired hereunder, (including
                  royalties and rentals) and in accordance with generally
                  accepted accounting principles and prudent operations,
                  attributable solely to the period from and after the Effective
                  Date and which are paid by or on behalf of Seller after the
                  Effective Date;

                           (3) an amount equal to all prepaid expenses,
                  attributable to the ownership, operation, and maintenance of
                  the share of the Property being acquired hereunder that are
                  paid by or on behalf of Seller after the Effective Date and
                  prior to the Closing Date and that are, in accordance with
                  generally accepted accounting principles, attributable solely
                  to the period from and after the Effective Date;

                           (4) any other amount agreed upon by Purchaser and
                  Seller.

                  (b) The Purchase Price shall be decreased by the following:

                           (1) the amount of any proceeds from the sale of
                  Production attributable to the share of the Property being
                  acquired hereunder attributable to the period on or after the
                  Effective Date (net of production, severance, and similar
                  taxes and assessments measured by or payable out of
                  production) actually received or accrued by or on behalf of
                  Seller;

                           (2) an amount equal to all unpaid ad valorem,
                  property, production, profit, severance, and similar taxes and
                  assessments based upon or measured by the ownership of the
                  share of the Property being acquired hereunder or the
                  production of oil, gas, or other minerals therefrom or the
                  receipt of proceeds attributable thereto, which accrue to or
                  are chargeable against such share of the Property (in
                  accordance with generally accepted accounting principles) and
                  which are attributable to the period prior to the Effective
                  Date, which amount shall, to the extent not actually


PURCHASE AND SALE AGREEMENT - PAGE 3
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                  assessed, be computed based upon such taxes and assessments
                  for the immediately-preceding calendar year, or if such taxes
                  or assessments are assessed on other than a calendar-year
                  basis, for the tax period last ended;

                           (3) any amounts received by Seller (whether prior to
                  or subsequent to the Effective Date) pursuant to
                  "take-or-pay," advance payment, or similar provisions of any
                  production sales contract, any gas balancing agreement, or any
                  other agreement, to the extent any purchaser has the right to
                  apply any such amounts to Purchaser's share of Production
                  delivered after the Effective Date;

                           (4) any reduction in the value of the share of the
                  Property being acquired hereunder resulting from the existence
                  of a Defect (herein defined in Section 5(d)) which is not
                  cured or waived prior to Closing;

                           (5) any other amount agreed upon by Purchaser and
                  Seller.

                  (c) The "Interim Settlement Statement" shall be prepared by
         Seller, its agents, or representatives, prior to Closing, which
         statement shall set forth the adjustments to the Purchase Price, per
         the adjustments set forth in this Paragraph 4, which are or may be
         determined at or prior to Closing. Such statement shall be prepared
         according to generally accepted accounting principles and shall show
         the calculation of all such adjustments. Upon the approval of such
         Interim Settlement Statement by Purchaser, the Purchase Price shall be
         adjusted according to such statement. Upon Purchaser's request, Seller
         shall make available to Purchaser all information relied upon by Seller
         for the adjustments requested in order to aid and facilitate
         Purchaser's approval of such statement. After Closing, the Purchase
         Price may further be adjusted, pursuant to the adjustments set forth in
         this paragraph, with the "Final Settlement Statement" in the manner
         further described in Paragraph 13 below.

                  (d) All monies received by either Party hereto which, under
         the terms of this Agreement or otherwise, belong to the other Party,
         shall be received in trust by the Party receiving such funds, and shall
         monthly, upon receipt, be paid over to the other Party. The Parties
         agree, in this regard, to cooperate fully and to execute, endorse, and
         deliver as expeditiously as practicable such papers, checks, and
         documents as are needed promptly to complete the transfer of such
         payments;

                  (e) After the Closing, if an invoice or other evidence of an
         obligation relating to the share of the Property acquired by Purchaser
         is received which is applicable to periods both prior to and after the
         Effective Date, and is partly the obligation of Seller and partly the
         obligation of Purchaser, then each Party shall pay its respective
         portion of such obligation to the obligee, prorated between the Parties
         as of the Effective Date;

                  (f) At and after the Closing, Purchaser and Seller will
         cooperate fully in notifying all applicable third parties (including
         the execution by Seller of such transfer orders, letters in lieu,
         change of operator, etc., as may be requested by Purchaser) so that
         notices, proceeds, and invoices from such third parties may take into
         account the fact that Purchaser has acquired the Property as of the
         Effective Date;

                  (g) The parties hereto agree to exercise diligence and good
         faith in attempting to resolve any disagreements or disputes which may
         arise from the adjustments to the Purchase Price to be made in
         accordance with this paragraph.

         5. Property Conditions, Title Review, Property Information, and
Casualty Losses.

                  (a) Property Conditions. THIS SALE OF THE EQUIPMENT AND ALL
         OTHER PERSONAL PROPERTY THAT IS A PART OF THE PROPERTY IS MADE ON AN
         "AS IS, WHERE IS" BASIS WITH ALL FAULTS AS TO ITS CONDITION, AND SELLER
         EXPRESSLY DISCLAIMS ALL WARRANTIES AS TO THE CONDITION OF THE EQUIPMENT
         (NOTE, HOWEVER, THERE ARE CERTAIN WARRANTIES AS TO TITLE AS HEREIN SET
         FORTH) INCLUDING, WITHOUT LIMITATIONS, THE


PURCHASE AND SALE AGREEMENT - PAGE 4
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         IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR
         PURPOSE.

                  (b) Review of Property. Seller acknowledges that Purchaser,
         personally or through its authorized agents or representatives, has had
         the right to make any and all physical inspections of the Property
         which Purchaser desired to make or to have made and to make all such
         other inspections, surveys, tests, or other studies (including, but not
         limited to, environmental assessments and evaluations) as Purchaser
         deemed necessary or desirable. Upon reasonable notice to Seller,
         Purchaser, and its authorized agents and representatives, at
         Purchaser's sole risk, may enter upon the Property for the purpose of
         conducting those inspections, surveys, tests, and studies.

                  (c) Review of the Records. Seller acknowledges that Seller has
         provided Purchaser, personally or through its authorized agents or
         representatives, full access during normal business hours to Seller's
         office and premises to review and inspect all Records, including, but
         not limited to, all abstracts of title, lease files, unit files,
         production and marketing files, title opinions, title files, title
         records, geologic, engineering, and other files or information in
         Seller's possession or to which it has access which relate to the
         Property, and the status of Seller's title thereto.

                  (d) Casualty Loss. If, prior to Closing, any Property is
         substantially damaged or destroyed by fire or other casualty ("Casualty
         Defect"), Seller shall notify Purchaser promptly after Seller learns of
         such event. Seller shall have the right, but not the obligation, to
         cure, or cause to be cured, any such Casualty Defect by repairing such
         damage or, in the case of personal property, fixtures, replacing the
         Property affected thereby with equivalent items, no later than the date
         of Closing. If any Casualty Defects exist at Closing, Purchaser may
         proceed to purchase the property affected thereby, and the Purchase
         Price shall be reduced by the aggregate reduction in the value of such
         property on account of such Casualty Defects, as determined by the
         mutual agreement of the Parties, or if the Parties are unable to agree
         on the reduction of the Purchase Price, then the affected property
         shall be excluded from the Property to be acquired by Purchaser
         hereunder, and the Purchase Price shall be reduced by the Allocated
         Purchase Price for such Property. Notwithstanding anything to the
         contrary contained herein, Seller shall be entitled to retain all
         insurance proceeds and claims against other Parties in respect of any
         such Casualty Defect which occurs prior to closing unless no reduction
         is made in the Purchase Price as a result of such Casualty Defect, in
         which event Purchaser shall be entitled to the insurance proceeds and
         claims against other Parties arising from such Casualty Defect.

         6. Seller's Representations and Warranties. Seller represents and
warrants to Purchaser that:

                  (a) This Agreement has been duly executed and delivered on
         behalf of Seller and is binding and enforceable against Seller in
         accordance with its terms and at the Closing. All documents and
         instruments required hereunder to be executed and delivered by Seller
         shall have been duly executed and delivered at Closing, and the
         execution, delivery, and performance of this Agreement by Seller and
         the consummation of transactions contemplated hereby will not
         constitute a breach of, an event of default under, a violation of, or a
         conflict with any agreement or other instrument to which Seller is a
         party (except to the extent such instrument may be released at the
         Closing). Nor will the same cause Seller to be in violation of any
         applicable laws or regulations or any order of any court or
         governmental agency having jurisdiction.

                  (b) All ad valorem, property, production, severance, excise,
         and similar taxes and assessments based on or measured by the ownership
         of the Property, or the Production or the receipt of proceeds
         therefrom, which have become due and payable prior to the date hereof
         with respect to the Property have been properly paid, and Seller's
         allocable share of such taxes and assessments on the Property which
         become due and payable prior to the Closing shall be properly paid by
         Seller, and all royalties, overriding royalties, and payments to any
         third parties which have become due and payable prior to the date
         hereof with respect to


PURCHASE AND SALE AGREEMENT - PAGE 5
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         production from the Property, have been properly paid, and will be
         hereafter properly paid for the period prior to Closing.

                  (c) Seller has incurred no liability, contingent or otherwise,
         for brokers' or finders' fees in respect of this transaction for which
         Purchaser shall have any responsibility whatsoever.

                  (d) Prior to the Closing, Seller will pay or cause to be paid
         all of Seller's share of costs and expenses incurred in connection with
         the Property, and will comply with all contracts or other agreements
         relating to the Property.

                  (e) To the best of Seller's information and belief, all laws,
         regulations, and orders of all governmental agencies having
         jurisdiction over the Property have been and shall continue to be
         complied with until the Closing.

                  (f) There are no first rights of refusal, consents,
         authorizations, preferential rights, options, or claims of a similar
         nature affecting the Property, other than those listed in Exhibit "A,"
         said listed consents defined herein as "Consents."

                  (g) Seller shall, upon request, subrogate Purchaser to any
         claim which Seller may have against any third party, prior owner,
         vendor, or assignor with respect to the share of the Property acquired
         by Purchaser, or the title thereto.

                  (h) There are no "imbalances" which allow any other party to
         make up production at any time after the Effective Date, under any
         operating agreement, gas balancing agreement and storage agreement, gas
         transportation agreement, gas processing or dehydration agreement, or
         other similar agreement relating to the Property.

                  (i) Seller has not directly or indirectly reserved or retained
         any recorded or unrecorded interest or rights in any Property, and
         Seller shall not reserve any recorded or unrecorded executory interest
         or rights relating to the Property, except as provided herein.

                  (j) Seller warrants that the Property is free and clear of all
         encumbrances, liens, and mortgages, save and except such encumbrances
         as may be identified and described in Exhibit "A" attached hereto, and
         further save and except liens for taxes not yet due and payable.

                  (k) Except as may be identified and described in Exhibit "A"
         attached hereto, the Property is not subject to any restriction,
         reservation, reversionary interest, drilling or development obligation,
         or other material obligation or burden on the operation or the
         disposition of Production attributable to such properties, except as
         provided herein.

                  (l) No part of any of the Property is affected by any
         prepayment arrangement under any contract for the sale of oil or gas,
         or by any production payment or any other arrangement for delivery of
         oil or gas produced from any of the Property at some future time
         without Purchaser then or thereafter receiving full payment therefor,
         and no third party now has or at Closing will have any right to take
         makeup gas for which it has already paid. As of the Effective Date,
         there are no volumes of makeup gas owing, or accumulated transportation
         credits due, to gas purchasers on account of any "take-or-pay" or other
         provisions of any contract, and Seller has not produced or sold more
         than its pro-rata share of the gas from any Wells included in the
         Property.

                  (m) Except as may be set forth in Exhibit "A" attached hereto,
         there are no restriction, reservation, reversionary interest, drilling
         or development obligation, or other material obligation, affecting the
         Property that cannot be terminated upon ninety (90) days' written
         notice, except as provided herein.


PURCHASE AND SALE AGREEMENT - PAGE 6
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                  (n) Without the prior written consent of Purchaser, Seller (i)
         shall not enter into any new agreements or commitments affecting the
         Property which extend beyond the Closing, and (ii) will not modify or
         terminate any agreements affecting any of the Property, including,
         without limitation, any oil and gas leases, unitization or pooling
         agreements, operating agreements, pipeline agreements, processing
         agreements, and hydrocarbon sales contracts, and (iii) will not further
         encumber, sell, mortgage, release, abandon, or otherwise dispose of any
         of the Property or any interests therein.

                  (o) There is not any suit, action, or other proceeding pending
         which affects or relates to the Property, or seeks to restrain or
         prohibit Seller from selling or conveying to Purchaser the share of the
         Property to be purchased herein. Seller shall promptly notify Purchaser
         of any such proceedings which may arise or be threatened prior to
         Closing.

                  (p) Seller has no knowledge and has not received any notice of
         any claimed default (or any event which, with the giving of notice or
         the passage of time, or both, would constitute a default) under (i) the
         Leases, or (ii) any order, writ, injunction, or decree of any court,
         commission, or administrative agency affecting the Property, or (iii)
         any other agreement affecting the Property. Seller shall promptly
         notify Purchaser of any such notice hereafter received by Seller and
         the occurrence of any such event of which Seller becomes aware prior to
         Closing.

                  (q) There are no tax partnerships affecting any of the
         Property.

                  (r) To the best of Seller's information and belief, no
         Production from any Well on the Property has occurred in excess of that
         permitted by law, orders, or regulations.

                  (s) To the best of Seller's information and belief, there has
         been no material injury or damage to any of the Property which has not
         been fully repaired, replaced, or rebuilt.

                  (t) Except for depletion due to continued production, there
         has been no substantial and material change in condition of the
         Property between the date hereof and Closing.

                  (u) To the best of Seller's information and belief, all
         easements, rights of way, permits, crossing agreements, and surface
         rights included in the Property are in full force and effect and are
         valid and subsisting, and freely assignable, and all rentals and other
         payments due thereunder have been properly and timely paid and all
         conditions necessary to keep them in force have been duly performed.

                  (v) From and after the effective date of its acquisition of
         its ownership in the Leases, the Seller has performed all obligations
         required to be performed under such Leases, or any other instruments
         and agreements relating to the Properties, and is not in default
         thereunder, and each of the Leases to be conveyed is valid and in full
         force and effect.

                  (w) Seller is being paid not less than the fractional "Net
         Revenue Interest" set forth in Exhibit "A" hereto, and, for expenses
         and costs for each Property, Seller is not paying more than the
         fractional interest specified under "Working Interest" set forth in
         Exhibit "A" hereto.

                  (x) To the best of Seller's information and belief, all
         rentals and bonuses have been timely and fully paid and discharged, and
         all conditions necessary to keep the Leases in full force have been
         performed, and no proceeds from the sale of Production attributable to
         the Property are currently being held in suspense by any purchaser
         thereof.


PURCHASE AND SALE AGREEMENT - PAGE 7
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                  (y) Except as listed in Exhibit "A" attached hereto, to the
         best of Seller's information and belief, there are no Wells located on
         the Property that are shut-in and/or unplugged which are not presently
         producing, or which are not presently being utilized in disposal or
         injection operations.

                  (z) All Records and other information and data provided to
         Purchaser by Seller or its agents concerning the Property is true and
         correct to the best of Seller's information, knowledge, and belief.

                  (aa) Environmental Current Status. To the best of Seller's
         knowledge, the Property, and Seller are not in violation of or subject
         to any existing, pending, or threatened investigation or inquiry by any
         governmental authority or to any remedial obligations under any
         applicable laws pertaining to health or the environment (such laws as
         they now exist or are hereafter enacted and/or amended hereinafter
         sometimes collectively called "Applicable Environmental Laws"),
         including without limitation the Comprehensive Environmental Response,
         Compensation, and Liability Act of 1980, as amended by the Superfund
         Amendments and Reauthorization Act of 1986 (as amended, hereinafter
         called "CERCLA"), the Resource Conservation and Recovery Act of 1976,
         as amended by the Used Oil Recycling Act of 1980, the Solid Waste
         Disposal Act Amendments of 1980, and the Hazardous and Solid Waste
         Amendments of 1984 (as amended, hereinafter called "RCRA"), the Texas
         Water Code and the Texas Solid Waste Disposal Act, and this
         representation will continue to be true and correct following
         disclosure to the applicable governmental authorities of all relevant
         facts, conditions, and circumstances, if any, pertaining to the
         Property, and Seller. The terms "hazardous substance" and "release" as
         used in this Agreement shall have the meanings specified in CERCLA, and
         the terms "solid waste" and "disposal" (or "disposed") shall have the
         meanings specified in RCRA; provided, in the event either CERCLA or
         RCRA is amended so as to broaden the meaning of any term defined
         thereby, such broader meaning shall apply subsequent to the effective
         date of such amendment and provided further, to the extent that the
         laws of the State of Texas establish a meaning for "hazardous
         substance," "release," "solid waste," or "disposal" which is broader
         than that specified in either CERCLA or RCRA, such broader meaning
         shall apply.

                  (bb) D&R is a corporation duly organized, validly existing,
         and in good standing under the laws of the State of Louisiana; (ii) D&R
         is duly qualified to transact business in each jurisdiction where the
         nature and extent of its business and properties require the same in
         order for it to perform its obligations under this Agreement; (iii) D&R
         possesses all requisite authority, power, licenses, permits, and
         franchises to conduct its business and execute, deliver, and comply
         with the terms and provisions of this Agreement and any other document,
         instrument, or agreement provided for herein, including the Assignment,
         all of which have been duly authorized and approved by all necessary
         corporate action and for which no further approval or consent is
         required; and (iv) David Robertson and his wife are all of the
         shareholders, officers, and directors of D&R and by their execution
         hereof adopt and approve the terms of this Agreement.

                  (cc) All information and data provided to Purchaser concerning
         the Property is true and correct to the best of Seller's information,
         knowledge, and belief;

                  (dd) Seller James P. Robertson warrants and represents that he
         is

                           (1) a natural person whose individual net worth, or
                  joint net worth with his spouse which at this time exceeds
                  $1,000,000.00; or

                           (2) a natural person who had an individual income in
                  excess of $200,000.00 in each of the two most recent years or
                  joint income with his spouse in excess of $300,000.00 in each
                  of those years and has a reasonable expectation of reaching
                  the same income level in the current year.

         Seller represents and agrees that (i) his acquisition of QSR Shares
will not be made with a view toward the "distribution" of such shares, as
defined in the securities Act of 1933, as amended (the "1933 Act"); (ii) such
shares may not be transferred or hypothecated unless, in the opinion of


PURCHASE AND SALE AGREEMENT - PAGE 8
   9
counsel to the corporation, such transfer or hypothecation would be in
compliance with the registration provisions of the 1933 Act or pursuant to an
exemption therefrom; and (iii) Seller agrees to sign an agreement to such effect
at the time of Closing and agrees that the certificate for the shares so
acquired may be inscribed with a legend to ensure compliance with the 1933 Act.
David Robertson understands that the shares will not, subject to Paragraph 17
below, be registered under the 1933 Act, or under the laws of any jurisdiction.
Seller, himself, or through his advisers, is sophisticated and experienced in
financial business and investment matters, and as a result, the Seller is in a
position to evaluate the merits and risks of an investment in Queen Sand
Resources, Inc., a Delaware corporation.

         Notwithstanding anything herein to the contrary, the Property shall be
conveyed hereunder as is, where is, with title warranted by, through, and under
Seller, but not otherwise.

         7. Purchasers Representations and Warranties. Purchaser represents and
warrants to Seller that:

                  (a) Purchaser: (i) is a corporation duly organized, validly
         existing, and in good standing under the laws of the State of Texas;
         (ii) is duly qualified to transact business in each jurisdiction where
         the nature and extent of its business and properties require the same
         in order for it to perform its obligations under this Agreement; and
         (iii) possesses all requisite authority, power, licenses, permits, and
         franchises to conduct its business and execute, deliver, and comply
         with the terms and provisions of this Agreement and any other document,
         instrument, or agreement provided for herein, all of which have been
         duly authorized and approved by all necessary corporate action and for
         which no further approval or consent is required.

                  (b) The consummation of the transactions contemplated by this
         Agreement will not violate, or be in conflict with (i) any agreement or
         instrument to which Purchaser is a party; or (ii) any judgment or
         decree applicable to Purchaser as a party in interest with respect
         thereto.

                  (c) This Agreement has been duly executed and delivered on
         behalf of Purchaser, and at the Closing, all documents and instruments
         required hereunder to be executed and delivered by Purchaser (or its
         assignees) shall have been duly executed and delivered.

                  (d) Subject to the conditions herein, Purchaser has or will
         have at Closing (i) the financial capability or (ii) commitments from
         responsible financial institutions to provide the funds required by
         Purchaser, to pay the Purchase Price and consummate the transaction
         contemplated hereby within the time period contemplated herein.

                  (e) Purchaser either has performed, or prior to closing will
         perform, whatever inspection of the Property and Seller's title thereto
         that Purchaser deems appropriate and knows the condition thereof and is
         purchasing the Property as a result of such inspections and not because
         of, or in reliance on, any representation or warranty made by Seller
         other than those expressly set forth in this Agreement.

                  (f) In the event the Purchase Price is adjusted down at
         Closing, based upon any unpaid taxes as set forth in Paragraph 4(b)(2)
         hereof (the "Tax Adjustment"), Purchaser agrees to timely make payment
         (equivalent to the Tax Adjustment) to such taxing authorities as may be
         appropriate.

         8. Conditions to Obligations of Purchaser. The obligations of Purchaser
to consummate the transaction provided for herein are subject, at the option of
Purchaser, to the fulfillment on or prior to Closing, of each of the following
conditions:

                  (a) Representations. The representations and warranties of
         Seller herein contained shall be true and correct in all material
         respects at Closing as though made on and


PURCHASE AND SALE AGREEMENT - PAGE 9
   10
         as of such date (unless appropriate adjustments or remediation has been
         made in accordance with Paragraph 5 hereof).

                  (b) Performance. Seller shall have performed all obligations,
         covenants, and agreements hereunder and shall have complied with all
         covenants and conditions contained in this Agreement to be performed or
         complied with by it at or prior to the Closing.

                  (c) Pending Matters. No suit, action, or other proceedings
         shall be pending or threatened (a) against Seller before any court or
         governmental agency which might result in impairment or loss of value
         as to Seller's title to any part of the Property; or (b) which seeks to
         restrain, enjoin, or otherwise prohibit the consummation of the
         transactions contemplated by this Agreement.

                  (d) Liability. No liability which affects, in a materially
         adverse manner, the Property or Purchaser's ability to receive the
         economic benefits therefrom has been or is threatened to be asserted
         with respect to the Property.

                  (e) Defects. No Defects shall be present, which are not cured
         by Seller or waived by Purchaser as provided herein.

                  (f) Records and Access. Seller shall have afforded Purchaser
         and its officers, employees, and representatives timely and reasonable
         access to the Records as required herein.

         9. Seller's Obligations at Closing. At the Closing, Seller shall
deliver to Purchaser the following items; however, item (e) will be delivered as
soon prior to Closing as reasonably practical:

                  (a) The Assignment, duly executed and acknowledged by Seller;

                  (b) Duly executed and acknowledged releases of all liens and
         burdens on the Property or on Production therefrom or attributable
         thereto;

                  (c) Executed transfer orders (or letters in lieu thereof)
         addressed to all purchasers of production from the Property;

                  (d) Any other executed documents or instruments which may be
         reasonably required to consummate the transactions contemplated herein
         and to fully vest Purchaser with operations and title to the Property
         as contemplated hereby;

                  (e) The "Interim Settlement Statement," which shall set forth
         the Purchase Price and adjustments thereto provided for in this
         Agreement which are or may be determined at or prior to the Closing,
         which statement shall be delivered to Purchaser as soon as reasonably
         practical prior to Closing for Purchaser's review and approval;

                  (f) All consents required of third parties, who are identified
         in Exhibit "A" attached, properly executed and in form approved by
         Purchaser;

                  (g) All releases of current liens of lenders encumbering all
         or any part of the Property, properly executed in form acceptable by
         Purchaser;

                  (h) Deliver to Purchaser a counterpart copy of the
         Subscription Agreement, executed by Seller and/or the party receiving
         the QSR Shares, covering the QSR Shares; and

         10. Purchaser's Obligations at Closing. At the Closing, Purchaser
shall:

                  (a) Deliver to Seller the Adjusted Purchase Price, in cash or
         other immediately available funds (which shall be subject to a
         subsequent accounting between Seller and Purchaser pursuant to this
         Agreement) less the Escrow Deposit;


PURCHASE AND SALE AGREEMENT - PAGE 10
   11
                  (b) Deliver to David Robertson a counterpart copy of the
         Subscription Agreement, executed by Queen Sand Resources, Inc. covering
         the QSR Shares, along with the instruction letter to the transfer
         agent, Continental Stock Transfer & Trust Co., authorizing and
         directing the delivery of the QSR Shares to David Robertson;

                  (c) Execute and deliver any other documents or instruments
         which may be required to consummate the transactions contemplated
         herein.

         11. Notices. All notices, demands, and requests which may be given or
which are required to be given by either Party to the other shall be in writing.
Any notice, demand, or communication required or permitted hereunder shall be
deemed to be delivered on actual receipt or three (3) days after being sent by
overnight courier or Certified U.S. Mail to Seller or Purchaser, whichever
occurs first, respectively, as follows:

     SELLER:                                    PURCHASER:

                                                Queen Sand Resources, Inc.
     James P. Robertson and                     Suite 380, Lock Box 31
     Frances Leonard Robertson                  3500 Oak Lawn Avenue
     21375 Chaney Road                          Dallas, Texas 75219-4398
     Zachary, Louisiana 70791                   Attn.:   Edward Munden
     Telephone:  _____________                  Telephone:  214-521-9959
     Facsimile:  _____________                  Facsimile:  214-521-9960

or such other address as Purchaser or Seller may, from time to time, designate
pursuant to the terms hereof. A facsimile transmission shall be considered an
original document for purposes of providing notice under this section.

         12. Furnishing Data and Information. The Seller also agrees to promptly
cooperate in all reasonable requests by Purchaser in furnishing copies, at
Purchaser's expense, of all Records necessary for Purchaser to conduct its due
diligence under the terms of this Agreement.

         13. Post-Closing Adjustments. As soon as practicable after the closing,
and in any event within sixty (60) days after Closing, Seller shall prepare and
deliver to Purchaser, in accordance with this Agreement and generally accepted
accounting principles, a statement (the "Final Settlement Statement") setting
forth each adjustment or payment pursuant to Paragraph 4 hereof that was not
finally determined as of the Closing ("Post-Closing Adjustments") and showing
the calculation of such Post-Closing Adjustments and the aggregate amount
thereof. Within ten (10) business days after receipt of the Final Settlement
Statement, Purchaser shall deliver to Seller a written report containing any
changes that Purchaser proposes be made to the Final Settlement Statement. The
Parties undertake to agree with respect to the amounts of such Post-Closing
Adjustments no later than ninety (90) days after the Closing Date. The date upon
which such agreement is reached or upon which the aggregate amount of the
adjustments are finally established shall be herein called the "Final Settlement
Date." Seller shall pay to Purchaser, or vice versa, as the case may be, within
ten (10) business days after the Final Settlement Date the amount of such
adjustments (as finally established), by means of wire transfer in immediately
available funds or by means of a certified bank check. Without limiting the
foregoing obligation of Seller to timely pay, Purchaser may elect to offset its
obligation under the Notes by any sums which may be due and owing hereunder by
Seller to Purchaser.

         14. Failure to Perform/Termination of Agreement. If the Seller should
fail to fully and timely perform any of its obligations hereunder, or should
fail to consummate the sale of the Property, except due to the Purchaser's
default, the Purchaser may, at its option, enforce specific performance of this
Agreement, or terminate this Agreement.

         15. Indemnification by Seller.

                  (a) Seller agrees to indemnify and save and hold harmless
         Purchaser against and from any loss, damage, or expense sustained by
         Purchaser arising out of or resulting from


PURCHASE AND SALE AGREEMENT - PAGE 11
   12
         any breach of any of the representations and warranties made hereunder
         and not waived by Purchaser.

                  (b) Seller agrees to indemnify and save and hold harmless
         Purchaser against all claims, liabilities, costs, expenses, taxes, and
         liability arising out of the ownership or operation of the Property,
         and based upon the occurrence of events, the accrual of obligations or
         liabilities, or the existence of conditions prior to the Effective
         Date.

                  (c) If any claims for brokerage fees are asserted against
         Purchaser in connection with this transaction based upon alleged
         commitments made by Seller, Seller shall indemnify Purchaser against
         all such claims and reimburse Purchaser for all reasonable expenses
         incurred in responding to such claims, including reasonable attorney's
         fees.

                  (d) Notwithstanding anything to the contrary contained herein,
         Seller agrees to indemnify and save and hold harmless Purchaser for
         Seller's gross negligence or willful misconduct for that period of time
         between the Effective Date and Closing.

                  (e) The provisions of subparagraph (a) through (e) above of
         this Paragraph 15 shall survive Closing.

         16. Indemnification by Purchaser.

                  (a) Purchaser agrees to indemnify and save and hold harmless
         Seller against and from any loss, damage, or expense sustained by
         Seller arising out of or resulting from any breach of any of the
         representations and warranties made hereunder and not waived by Seller.

                  (b) Purchaser shall assume and hereby agrees to pay, honor,
         discharge, and perform fully and timely, the obligations and
         liabilities directly associated with the Seller's interest in the share
         of the Property acquired by Purchaser hereunder, which are attributable
         to the period of time from and after the Effective Date.

                  (c) Purchaser agrees to indemnify and save and hold harmless
         Seller against all claims, costs, expenses, windfall profits taxes, and
         liabilities arising out of the ownership or operation of the share of
         the Property acquired by Purchaser hereunder and based upon the
         occurrence of events, the accrual of obligations or liabilities, or the
         existence of conditions on and subsequent to the Effective Date (but
         not including these costs and expenses incurred with respect to the
         purchase of Seller's interest in the Property or the negotiations
         leading to such purchase).

                  (d) If any claims for brokerage fees are asserted against
         Seller in connection with this transaction based upon alleged
         commitments made by Purchaser, Purchaser shall indemnify Seller against
         all such claims and reimburse Seller for all reasonable expenses
         incurred in responding to such claims, including reasonable attorney's
         fees.

                  (e) The provisions of this Paragraph 16 shall survive Closing.

         17. Unregistered Securities; Share Restrictions; Certain Registration
Rights.

                  (a) Seller acknowledges that all shares of common stock of QSR
         acquired pursuant to this Agreement, except as further provided in this
         paragraph, will not be registered under the Securities Act of 1933 as
         amended (the "Securities Act") or qualified under applicable state
         securities law and that the transferability thereof is restricted by
         the registration provisions of the Securities Act as well as such state
         laws. Based upon the representation and agreements being made by it
         herein, such shares will be issued under this Agreement, and on
         conversions under the Note, pursuant to an exemption from such
         registration provided by Section 4(2) of the Securities Act and
         applicable state securities law qualification exemptions. The Seller
         represents that it is, and shall, acquire such shares for its own
         account, for investment purposes only, and not with a view to resale or
         other distribution thereof, nor with the intention of selling,
         transferring, or otherwise disposing of


PURCHASE AND SALE AGREEMENT - PAGE 12
   13
         all or any part of such securities for any particular event or
         circumstance, except selling, transferring, or disposing of them upon
         full compliance with all applicable provisions of the Securities Act,
         the Securities and Exchange Act of 1934 as amended, the Rules and
         Regulations promulgated by the United States Securities and Exchange
         Commission thereunder, and any applicable state securities laws. The
         Seller further understands and agrees that (i) the securities may be
         sold only if they are subsequently registered under the Securities Act
         and qualified under any applicable state securities laws or, in the
         opinion of counsel acceptable to the Purchaser, an exemption from such
         registration and qualification is available; (ii) except as otherwise
         provided for herein, the Purchaser will be under no obligation to
         register or qualify the said shares or effect compliance with any
         exemption from such registration or qualification; and (iii) any
         routine sales of securities made in reliance upon Rule 144 promulgated
         by the Commission can be made only in the amounts set forth in and
         pursuant to the other terms and conditions of that Rule.

                  (b) The Seller agrees that each certificate representing any
         shares of QSR acquired by Seller under this Agreement, and under the
         Note, will bear on its face a legend in substantially the following
         form:

                           These securities have not been registered under the
                  Securities Act of 1933 or qualified under any state securities
                  laws. They may not be sold or transferred in the absence of an
                  effective registration statement under that Act or
                  qualification under applicable state securities laws without
                  an opinion of counsel satisfactory to the Company that such
                  registration and qualification are not required.

                  (c) Upon the request of Purchaser, at Closing, a Subscription
         Agreement shall be executed in counterpart copy by QSR and David
         Robertson, being the party receiving the QSR Shares.

                  (d) On a best efforts basis, Purchaser will cause Queen Sand
         Resources, Inc., to proceed with the actual preparation and filing,
         within one hundred eighty (180) days of the date of Closing, of a
         registration statement under the Securities and Exchange Act of 1933 as
         amended in connection with the proposed offer and sale of any of its
         securities, and to cause all of the QSR Shares issued pursuant to this
         Agreement to be included in such registration statement, and to attempt
         to have the QSR Shares to be so registered, all to the extent requisite
         to permit the sale or other disposition by Purchaser of the QSR Shares.
         All expenses relating to such registration allocable to the QSR Shares
         issued pursuant to this Agreement will be borne by Purchaser.

                  (e) Certain shares of QSR stock are issued under the following
         agreements, as consideration under such agreements, and as
         consideration for the extension of the closing under such agreements:

                           (i) Purchase and Sale Agreement dated February 5,
                  1997, by and between D & R Petroleum, Inc., Black Gold
                  Production Services, Inc., and David R. Robertson, as Seller,
                  and Corrida Resources, Inc., as Buyer, covering various oil
                  and gas rights located in the States of Louisiana,
                  Mississippi, and Texas; and

                           (ii) Purchase and Sale Agreement dated February 5,
                  1997, by and between Robertson's Oil & Gas, Inc., Pelican Oil
                  Field Services, Inc., and Allen K. Robertson, as Seller, and
                  Corrida Resources, Inc., as Buyer, covering various oil and
                  gas rights located in the States of Louisiana, Mississippi,
                  and Texas.

         Such agreements are hereinafter referred to as the "Prior Agreements."
         Such shares of QSR received by the seller's under such Prior
         Agreements, when sold in compliance with all other restrictions
         contained in such agreements, may be sold through the public market
         only on the basis of 10,000 shares in the aggregate being sold within
         every ninety-day period. Any sales through the public market of any
         such shares of QSR which exceed 10,000 shares within a ninety day
         period shall be deemed void.


PURCHASE AND SALE AGREEMENT - PAGE 13
   14
                  Simultaneous with the execution of this Agreement, Purchaser
         is entering a purchase and sale agreement with D & R Petroleum, Inc.,
         and David Robertson, by which document Purchaser is to acquire the
         rights and interests of such sellers in the Leases, Wells, Equipment
         and Contracts. Certain shares of stock of QSR will be issued pursuant
         to the terms of such agreement. Such agreement shall hereinafter be
         referred to as the "Simultaneous Agreement."

                  The QSR shares to be issued under this Agreement and under the
         Simultaneous Agreement shall be subject to the same restrictions, above
         described, governing the shares to be issued under the Prior
         Agreements, being that, when sold in compliance of all other
         restrictions contained in such agreements, such shares may be sold
         through the public market only on the basis of 10,000 shares [inclusive
         of all shares issued under the Prior Agreements, the Simultaneous
         Agreement, and this Agreement] in the aggregate being sold within every
         ninety-day period. Any sales through the public market of any such
         shares of QSR which exceed 10,000 shares within a ninety day period
         shall be deemed void. QSR shall have full right and authority to refuse
         any requested transfer of the certificates of such shares, to the
         extent the transfers exceed 10,000 shares within a particular ninety
         day period. The first ninety day period will commence upon the first
         day that any of said shares become free trading in the public market.

         18. Confidentiality. Prior to Closing, the Seller shall be furnishing
to Purchaser various information relating to Seller and the Property, and
Seller's business activities, assets, finances, costs, revenues, rights,
obligations, liabilities, and strategies. In consideration of the Seller
furnishing this information to Purchaser, Purchaser agrees that prior to Closing
(a) that such information is confidential and/or proprietary to Seller, and such
information shall be entitled to and shall receive treatment as such by
Purchaser; (b) Purchaser shall use its best efforts, and will advise all of its
employees, representatives, agents, and advisors who have access to such
information, to use their best efforts to hold in confidence, not to disclose to
others, and not to use (except in respect of the transaction contemplated by
this Agreement) any such information; and (c) if Closing does not occur, all
such information, unless otherwise specified in writing, shall remain the
property of Seller, and shall be returned to Seller together with any copies
made thereof. Prior to Closing, Purchaser shall provide such information only to
its employees, representatives, agents, and advisors who have need to know such
information in connection with this Agreement.

         19. Overriding Royalty Reservation. Seller reserves and excepts from
the purchase and sale contemplated by this Agreement, as an overriding royalty
interest, certain of Seller's revenue share in and to the Leases. Purchaser
shall be entitled to an NRI interest in and to such Leases which is seventy
percent (70%) times the leasehold interest in and to each such Leases acquired
by Purchaser from Seller under this Agreement. Any revenue share in and to each
such Leases owned by Seller in excess of the revenue share to which Purchaser is
entitled under this Agreement is reserved by Seller as an overriding royalty
interest.

         20. Reversionary Interest. Upon the occurrence of "payout," as such
term is hereinafter defined, there shall revert and revest in Seller an
undivided one-half (50%) of all of the right, title and interest conveyed to
Purchaser by Seller under and pursuant to the terms of this Agreement. The term
"payout" as used herein shall mean that point in time when the proceeds received
by Purchaser for the revenue share acquired by Purchaser under and pursuant to
this Agreement of all of the oil and gas produced, saved and sold from the
Wells, and from wells which may be hereafter drilled on the Leases, or on lands
pooled with the Leases, equals the sum of the following: (i) the sum of One
Hundred Eighty-one Thousand Two Hundred Fifty Dollars ($181,250), and (ii) all
of the costs and expenses incurred by Purchaser during the payout period for the
drilling, completing, recompleting, equipping, reworking, or plugging and
abandoning, of any wells located on the Leases or on lands pooled therewith,
including any wells used for salt water disposal and wells used for injection
and pressure maintenance, and (iii) all of the costs and expenses incurred by
Purchaser during the payout period for operations conducted on the Wells, or on
any other wells located on the Leases or on lands pooled therewith, and (iv) all
ad valorem, property, production, severance, excise and similar taxes and
assessments based on or measured by Purchaser's ownership of the Property, or
Purchaser's share of Production from the Property or receipt of proceeds
therefrom, which have become due and payable during the payout period, including
any portion which may be prorated to the payout period, and (v) all losses,
damages and expenses sustained by Purchaser arising out of, or resulting from,


PURCHASE AND SALE AGREEMENT - PAGE 14
   15
the ownership of the rights and interests to have been conveyed to Purchaser
under this Agreement, to the extend same are not paid by Seller under the
indemnitee, or other provisions of this Agreement. The interests herein reserved
shall automatically revert and revest into Seller upon the occurrence of payout.
Notwithstanding, to reflect the occurrence of payout of record in the Parish in
which the leased premises are located, upon the occurrence of payout Purchaser
agrees to execute and deliver to Seller an assignment in recordable form which
shall reassign and reconvey to Seller the interests having reverted to Seller
under the terms of this Agreement. The interests which shall have reverted to
Seller under and pursuant to the terms of this Agreement shall be governed by,
and subject to, the terms and provisions of the current operating agreement
covering the Leases and Wells.

         21. Preferential Right to Purchase. Should Seller hereafter desire to
sell all or any part of the reversionary interest herein reserved by Seller,
whether before or after the time of reversion, Seller shall promptly give
written notice to the Purchaser, with full information on its proposed
disposition, which shall include the name and address of the prospective
purchaser (who must be ready, willing and able to purchase), the purchase price,
a legal description sufficient to identify the interest and property to be sold,
and all other terms of the offer. Purchaser shall then have an optional prior
right, for a period of thirty (30) days after the notice is delivered, to
purchase for the stated consideration on the same terms and conditions the
interest which the Seller proposes to sell.

         22. Area of Non-Competition. Seller agrees not to compete with
Purchaser in an area which shall be the leasehold premises of the Leases. In
this regard, Seller agrees that Seller, its employees, agents, servants, or
companies controlled by Seller, in common control with Seller, or with whom
Seller is affiliated, shall not acquire, for so long as a Lease is held in force
and effect by its terms, and for a period of three years thereafter, any oil and
gas leases, any mineral interest, royalty interest, overriding royalty interest,
or any farmout agreement, or other agreement permitting the right to explore for
and produce oil and/or gas, which cover any lands within the restricted area.

         23. Area of Mutual Interest. The Parties agree that an area which shall
extend outward from the boundaries of each of the Leases for a distance of 5,280
feet shall be an area of mutual interest between the Parties for a period of
seven years from the date of Closing under this Agreement. If any Party should
hereafter during the period of mutual interest acquire any oil and gas leases,
any mineral interest, royalty interest, overriding royalty interest, or any
farmout agreement, or other agreement permitting the right to explore for and
produce oil and/or gas, covering any lands within the area of mutual interest,
then the acquiring Party shall notify the non-acquiring Party, and shall deliver
to the non-acquiring Party (i) copies of the documents by which the acquiring
Party acquired the particular interest, and copies of all title information in
the possession or control of the acquiring party relating to the particular
interest, and (ii) copies of checks or other documents evidencing the actual
costs to third parties incurred by the acquiring Party in its acquisition of the
particular interest. For a period of thirty days following the receipt of such
information the non-acquiring Party shall have the option to acquire an
undivided fifty percent (50%) of the particular interest for which the
non-acquiring Party has received notice. If the non-acquiring Party shall timely
give such notice, closing shall thereafter occur within ten days in the office
of the acquiring Party, or at such other location to which the Parties may
mutually agreed. At closing the acquiring Party shall deliver to the
non-acquiring Party an assignment, deed or other appropriate conveyance,
properly executed in recordable form, conveying an undivided one-half of the
particular interest, and the non-acquiring Party shall deliver to the acquiring
Party one-half of the actual costs to third parties incurred by the acquiring
Party in the acquisition of the particular interest. The failure of the
non-acquiring Party to respond within the thirty day period shall be deemed an
election by the non-acquiring Party not to acquire any share of the particular
interest having been acquired by the acquiring Party.

         24. Miscellaneous.

                  (a) If any term or provision of this Agreement is held to be
         illegal, invalid, or unenforceable, the legality, validity, and
         enforceability of the remaining terms and provisions of this Agreement
         shall not be affected thereby, and in lieu of each such illegal,
         invalid, or unenforceable term or provision, there shall be added
         automatically to this Agreement a legal, valid, and enforceable term or
         provision as similar as possible to the term or provision declared
         illegal, invalid, or unenforceable;


PURCHASE AND SALE AGREEMENT - PAGE 15
   16
                  (b) Either Seller or Purchaser shall have the right to waive
         any requirement contained in this Agreement, which is intended for the
         waiving Party's benefit, but except as otherwise specifically provided
         herein, such waiver shall be effective only if in writing and executed
         by the Party for whose benefit such requirement is intended; provided
         however, that any such waiver shall not be construed as a waiver of any
         other benefit accruing to the waiving Party hereunder;

                  (c) The captions used in connection with this Agreement are
         for convenience only and shall not be deemed to expand or limit the
         meaning of the language of this Agreement;

                  (d) Words of any gender used in this Agreement shall be held
         and construed to include any other gender, and words in the singular
         shall be held to include the plural, unless the context otherwise
         requires;

                  (e) Seller agrees that, on or before the Closing, it will not
         carry on any negotiations with any third party, for the sale or
         transfer of the Property, without the prior written consent of
         Purchaser. Thereafter, Seller may negotiate with third parties if this
         Agreement has been terminated;

                  (f) THIS AGREEMENT AND ALL OF THE TRANSACTIONS CONTEMPLATED
         HEREIN SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS
         OF THE STATE OF TEXAS;

                  (g) This Agreement embodies the entire agreement between
         Seller and Purchaser with respect to the subject matter hereof and
         supersedes all prior agreements, whether written or oral;

                  (h) Except as otherwise specifically provided herein, this
         Agreement may not be amended except by an agreement in writing executed
         by both Seller and Purchaser;

                  (i) This Agreement shall be binding upon and inure to the
         benefit of Seller and Purchaser and their respective legal
         representatives, successors, and assigns. It is expressly understood
         and agreed that Purchaser's rights under this Agreement may not be
         assigned prior to Closing. Provided however, any interest acquired
         hereunder shall be freely assignable by Purchaser after Closing;

                  (j) This Agreement may be executed in any number of
         counterparts, each of which shall be deemed to be an original, and all
         of which shall be deemed to be one and the same instrument;

                  (k) In addition to the acts and deeds recited herein and
         contemplated to be performed, both Seller and Purchaser hereby agree to
         perform, execute, and/or deliver at and after Closing any and all such
         further reasonable acts, deeds, and assurances as may be reasonably
         required to consummate the transactions contemplated by this Agreement;

                  (l) This Agreement supersedes any and all other agreements,
         either oral or in writing, between the Parties hereto with respect to
         the subject matter hereof and contains all of the covenants and
         agreements between the Parties with respect to said matter. Each Party
         to this Agreement acknowledges that no representations, inducements,
         promises, or agreements, orally or otherwise, have been made by any
         Party, or anyone acting on behalf of any Party, which are not embodied
         herein, and that no other agreement, statement, or promise not
         contained in this Agreement shall be valid or binding;

                  (m) In the event of any dispute occurring under this
         Agreement, the prevailing Party shall be entitled to be reimbursed by
         the other Party for its reasonable and necessary attorney's fees;

                  (n) Any failure by either Party to insist, or any election by
         either Party not to insist, upon strict performance by the other Party
         of any of the terms, provisions, or


PURCHASE AND SALE AGREEMENT - PAGE 16
   17
         conditions of this Agreement shall not be deemed to be a waiver of the
         same or of any other term, provision, or condition hereof, and either
         Party may at any time or times thereafter insist upon strict
         performance by the other Party of any and all of such terms,
         provisions, and conditions. No waiver by either Party of any right,
         remedy, power, or privilege hereunder shall be construed as a waiver
         of, or operate to impair, any subsequent right, remedy, power, or
         privilege nor shall any single or partial exercise of any such right,
         remedy, power, or privilege exhaust the same or preclude other or
         further exercise thereof.

                  (o) All covenants, representations, and indemnities set forth
         herein shall survive closing, subject to any agreed periods of
         limitation as may be set forth herein.

         EXECUTED as of the ______ day of March, 1997.

WITNESSES:                          SELLERS:


____________________________        _________________________________________
                                    JAMES P. ROBERTSON
____________________________


____________________________        _________________________________________
                                    FRANCES LEONARD ROBERTSON
____________________________


                                    PURCHASER:

                                    QUEEN SAND RESOURCES, INC.,
____________________________        a Nevada corporation

____________________________        By: _____________________________________
                                        Robert P. Lindsay, Vice President


                                 ACKNOWLEDGMENTS


STATE OF LOUISIANA
PARISH OF TANGIPAHOA

         On this the ______ day of March, 1997, before me appeared JAMES P.
ROBERTSON, to me known to be the person described in and who executed the
foregoing instrument, and acknowledged that he executed the same as his free act
and deed.


                                    _________________________________________
                                    Notary Public, State of Louisiana


STATE OF LOUISIANA
PARISH OF TANGIPAHOA

         On this the ______ day of March, 1997, before me appeared FRANCES
LEONARD ROBERTSON, to me known to be the person described in and who executed
the foregoing instrument, and acknowledged that she executed the same as her
free act and deed.


                                    _________________________________________
                                    Notary Public, State of Louisiana


PURCHASE AND SALE AGREEMENT - PAGE 17
   18
STATE OF LOUISIANA
PARISH OF TANGIPAHOA

         On this the ______ day of March, 1997, before me appeared Robert P.
Lindsay, to me personally known, who, being duly sworn, did say that he is the
Vice President of Queen Sand Resources, Inc., a Nevada corporation, and that the
foregoing instrument was signed by him on behalf of such entity, with necessary
authority, and that Robert P. Lindsay acknowledged said instrument to be the
free act and deed of such corporation.


                                    _________________________________________
                                    Notary Public, State of Louisiana


PURCHASE AND SALE AGREEMENT - PAGE 18