AGREEMENT FOR PURCHASE AND SALE



                            dated September 19, 2000



                                 by and between



                           APACHE CANYON GAS, L.L.C.,

                      a Delaware limited liability company



                                    as Seller



                                       and



                            EVERGREEN RESOURCES, INC.

                             a Colorado corporation



                                    as Buyer





EXECUTION VERSION



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                         AGREEMENT FOR PURCHASE AND SALE





     THIS AGREEMENT dated as of the 19th day of September, 2000, between Apache

Canyon Gas, L.L.C., a Delaware limited liability company ("Seller"), and

Evergreen Resources, Inc., a Colorado corporation (herein referred to as

"Buyer").



                              W I T N E S S E T H:



     WHEREAS, Seller owns certain real estate oil and gas leasehold and mineral

interests and related equipment situated in the State of Colorado, all of which

it holds in connection with its business of petroleum exploration and

production; and



     WHEREAS, Seller desires to sell and Buyer desires to acquire these

interests and related assets on the terms and conditions hereinafter provided;



     NOW, THEREFORE, in consideration of the mutual covenants and agreements

hereinafter set forth, the parties hereby agree as follows:





                                    ARTICLE I

                                   DEFINITIONS



The following terms, as used herein, shall have the following meanings:



     1.1  "Agreement" means this Agreement for Purchase and Sale between Seller

and Buyer.



     1.2  "Assets" means the following described assets and properties (except

to the extent constituting Excluded Assets):



          (a)  "Real Property Assets" which consist of the following:



               (1)  the Subject Interests;



               (2)  the Lands;



               (3)  the Incidental Rights;



               (4)  the Claims; and



               (5)  all Hydrocarbons produced from or attributable to the

                    Subject Interests with respect to all periods subsequent to

                    the Effective Time, together with all proceeds from or of

                    such Hydrocarbons.



                                       1

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     1.3  "Assumed Obligations" means (i) all liabilities and obligations of

Seller with respect to the Claims, (ii) all liabilities and obligations of

Seller arising or accruing under or with respect to the Assets from and after

the Effective Time, (iii) all liabilities and obligations of Seller, whether

accrued or not, with respect to plugging and abandoning any wells, removing

structures and facilities and the restoration of the surface pertaining to the

Assets, (iv) a pro-rata share of Property Taxes with respect to the Assets for

the Tax Period in which Closing occurs and all Transfer Taxes, (v) all

liabilities and obligations of Seller arising or accruing under or with respect

to the Material Contracts from and after the Effective Time, (vi) all

liabilities and obligations under the Basic Documents from and after the

Effective Time except to the extent that a particular obligation is otherwise

expressly retained by Seller hereunder, and (vii) all other liabilities and

obligations assumed by Buyer under this Agreement, including but not limited to

liabilities and obligations assumed by Buyer under Article XIII.



     1.4  "Basic Documents" means all Material Contracts, agreements, and other

legally binding rights and obligations to which the Assets may be subject, or

that may relate to the Assets including, without limitation, leases, assignments

in the chain of title, overriding royalty assignments, farmout and farmin

agreements, option agreements, pooling and unitization agreements, operating

agreements. production sales and marketing agreements, processing agreements,

transportation agreements, production purchasing agreements, permits, licenses

and orders.



     1.5  "Buyer's Credits" is defined in Section 3.2.



     1.6  "Claims" means all obligations and benefits with respect to gas

production, pipeline, transportation or processing imbalances, all of which are

to be assumed or received by Buyer pursuant to this Agreement.



     1.7  "Closing" is defined in Section 10.1.



     1.8  "Closing Date" is defined in Section 10.1.



     1.9  "Conveyance" mean the Assignment, Bill of Sale and Conveyance of the

Real Property Assets a form of which is set out in EXHIBIT C.



     1.10 "Defensible Title" means such title to a Subject Interest that,

subject to and except for Permitted Encumbrances, (a) entitles Seller to receive

not less than the net revenue interest of Seller for the well or unit as set

forth in EXHIBIT A of all Hydrocarbons produced, saved and marketed from or

attributable to such well or unit and (b) obligates Seller to bear the costs and

expenses relating to the maintenance, development and operation of such well or

unit in an amount not greater than the working interest of Seller for such well

or unit as set forth in EXHIBIT A (unless Seller's net revenue interest therein

is proportionately increased) it being understood that the existence of

Permitted Encumbrances affecting any Asset shall not form the basis for a claim

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