0000941302-01-500132 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • May 18th, 2001 • Sable Management Lp • Wholesale-petroleum & petroleum products (no bulk stations)

This Employment Agreement ("Agreement") is entered into effective as of May 8, 2001 (the "Effective Date") by and between Plains Resources Inc., a Delaware corporation ("Company"), and James C. Flores ("Employee").

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PERFORMANCE STOCK OPTION AGREEMENT
Performance Stock Option Agreement • May 18th, 2001 • Sable Management Lp • Wholesale-petroleum & petroleum products (no bulk stations) • Delaware

THIS AGREEMENT, made as of the 8th day of May, 2001 (the "Grant Date"), between Plains Resources Inc., a Delaware corporation (the "Company"), and James C. Flores (the "Optionee").

STOCK PURCHASE AGREEMENT
Stock Purchase Agreement • May 18th, 2001 • Sable Management Lp • Wholesale-petroleum & petroleum products (no bulk stations) • Texas

STOCK PURCHASE AGREEMENT (this "Agreement"), dated as of May 8, 2001, by and between Sable Management, L.P., a Delaware limited partnership ("Sable "), and Kayne Anderson Capital Advisors, L.P., a California limited partnership ("KA").

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